NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES


Mansfield Minerals Inc. (the "Company") (TSX VENTURE:MDR) is pleased to announce
it has appointed Paradigm Capital Inc. (the "Lead Agent"), Axemen Resource
Capital Ltd. and Haywood Securities Inc. to act as agents (the "Agents"), on a
best-efforts basis, for a private placement (the "Offering") to raise up to
Cdn$4.5 million by the issuance of 3 million units (each a "Unit") of the
Company at a purchase price of Cdn$1.50 per Unit. Each Unit will consist of one
common share of the Company (a "Common Share") and one-half of one common share
purchase warrant (each whole warrant a "Warrant"). Each whole Warrant will
entitle the holder thereof to purchase one additional common share (a "Warrant
Share") of the Company at an exercise price of Cdn$1.80 per Warrant Share for a
period of 24 months following the closing (the "Closing Date") of the Offering.
In addition, the Agents have been granted an option (the "Agents' Option") to
increase the Offering size by up to Cdn$675,000 of additional 450,000 Units
(3,450,000 Units in total) on the same terms as the Offering, exercisable at any
time in whole or in part up to 48 hours prior to the Closing Date. If the
Agents' Option is exercised in full, the total gross proceeds to the Company
from the Offering will be Cdn$5,175,000.


In consideration for their services, the Agents will receive a cash commission
equal to 6% of the gross proceeds from the sale of the Units (including the
gross proceeds received from the sale of any Units issued upon exercise of the
Agents' Option) and compensation options (the "Compensation Options")
exercisable into that number of common shares equal to 6% of the number of Units
sold pursuant to the Offering (including any Units issued upon exercise of the
Agents' Option). The Compensation Options will be exercisable at any time up to
24 months following the Closing Date to acquire common shares at an exercise
price of Cdn$1.50 per share. The Offering is scheduled to close on or about May
18, 2010, or such other date as agreed to by the Company and the Agents, and is
subject to the receipt of all necessary regulatory approvals including
acceptance by the TSX Venture Exchange.


The securities issued under the Offering sold will be subject to a four month
hold period under applicable Canadian securities laws.


The net proceeds from the Offering will be primarily used to finance completion
of the feasibility study on the Lindero Gold Project, for permitting and for
general working capital purposes.


The securities being offered have not been, nor will they be registered under
the United States Securities Act of 1933, as amended, or state securities laws
and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons absent U.S. federal and state registration
or an applicable exemption from the U.S. registration requirements. This release
does not constitute an offer for sale of securities in the United States. 


ON BEHALF OF THE BOARD OF DIRECTORS,

Gordon P. Leask, P.Eng., President and CEO

Cautionary Note to US Investors: This news release may contain information about
adjacent properties on which we have no right to explore or mine. We advise U.S.
Investors that the SEC's mining guidelines strictly prohibit information of this
type in documents filed with the SEC. U.S. Investors are cautioned that mineral
deposits on adjacent properties are not indicative of mineral deposits on our
properties. This news release may contain forward-looking statements including
but not limited to comments regarding the timing and content of upcoming work
programs, geological interpretations, receipt of property titles, potential
mineral recovery processes, etc. Forward-looking statements address future
events and conditions and therefore involve inherent risks and uncertainties.
Actual results may differ materially from those currently anticipated in such
statements.
Goldrock Mines Corporation (TSXV:MDR)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Goldrock Mines Corporation Charts.
Goldrock Mines Corporation (TSXV:MDR)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Goldrock Mines Corporation Charts.