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VANCOUVER, Sept. 28 /CNW/ - Mira Resources Corp. (NEX: MRP.H) ("Mira Resources" or the "Company") is pleased to announce that it has entered into an agreement with Haywood Securities Inc. ("Haywood") pursuant to which Haywood has agreed to purchase 50,000,000 subscription receipts (each, a "Subscription Receipt") to be issued by the Company at a price of $0.30 per Subscription Receipt for gross proceeds of $15,000,000. Subject to certain conditions, including the Company obtaining an onshore oil and gas concession in Ghana, which the Company has an interest in obtaining due to oil and gas prospectivity, and reactivation of Mira Resources and the listing of its common shares for trading on the TSX Venture Exchange (the "Exchange") (collectively, the "Release Conditions"), each Subscription Receipt will entitle the holder thereof to one common share of the Company and one share purchase warrant (each, a "Warrant") to purchase one common share of Mira Resources at a price of $0.50 per share at any time on or before the date that is 24 months following the closing date of the offering. The offering is being conducted in Canada on a private placement basis and is subject to regulatory approvals. The offering is to be made pursuant to Rule 144A and Regulation S under the Securities Act of 1933 (the "Act"). The offering has not and will not be registered under the Act and none of the Subscription Receipts or any common shares or Warrants issuable upon conversion of the Subscription Receipts may be offered or sold in the United States absent registration under the Act or the availability of an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security.
Closing of the offering is expected to occur on or about October 16, 2009. Proceeds from the offering will be held in escrow with a Canadian trust company until the Release Conditions are met. If the Release Conditions are not satisfied on or before the date which is 90 days following the closing date of the offering, then the subscription proceeds will be returned to purchasers with interest. The use of proceeds are for exploration and development of the onshore oil and gas concession and for general corporate purposes.
The offering forms part of the Company's reactivation plan and anticipated eligibility to re-list its common shares on the Exchange. It is anticipated that if the Ministry of Energy in Ghana decides to award the onshore oil and gas concession to Mira Resources, this will occur before November 30, 2009. Details regarding the concession and the ancillary transactions relating to the acquisition of the transaction will be contained in the filing statement to be prepared in connection with the transaction and press releases to be issued by the Company from time to time.
The Company also announces that at the request of the Company, Marek Kreczmer has today resigned as Chief Executive Officer and a director of the Company. Johnathan More, currently a consultant to the Company, has joined the Company as a director and interim Chief Executive Officer.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual events and results to differ materially from Mira Resources' expectations include the need to satisfy the conditions set forth in any agreement entered into in connection with the offering; the need to satisfy regulatory and legal requirements with respect to the proposed offering; timing of the grant of the onshore concession to Mira Resources, if at all; risks related to the Company's reactivation on the Exchange; risks related to the exploration stage of the Company's projects; market fluctuations in prices for securities of exploration stage companies; and uncertainties about the availability of additional financing.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved or disapproved the contents
of this press release.
SOURCE MIRA RESOURCES CORP.
For further information: For further information: Johnathan More, (604) 687-7742