Mandalay Resources Corporation announces special meeting to approve
acquisition of AGD Mining Pty Ltd.

VANCOUVER , Nov. 3 /CNW/ - Mandalay Resources Corporation ("Mandalay") (TSX-V: MND) announced today that a special meeting of its shareholders will be held on November 24, 2009 . At the meeting, shareholders will be asked to approve Mandalay's previously announced acquisition of AGD Mining Pty Ltd. ("AGD") and a private placement of units consisting of common shares and warrants to acquire common shares at a price of $0.465 per share ("Units").

    
    Mandalay also provided the following updates regarding the transactions:

    -   The amount of the promissory note to be issued to Cambrian Mining
        Limited as part of the purchase price for AGD has been reduced from
        $4 million to $1.5 million. As a result, Mandalay will issue an
        additional 10,000,000 common shares and warrants to purchase
        10,000,000 common shares for five years at a price of $0.465 per
        share as part of the purchase price for AGD;

    -   The $2.5 million bridge loan from Western Coal Corp. ("WCC") to AGD
        will be converted into shares of AGD immediately prior to closing and
        purchased by Mandalay at closing. As a result, Mandalay will issue an
        additional 10,000,000 common shares and warrants to purchase
        10,000,000 common shares for five years at a price of $0.465 per
        share as part of the purchase price for AGD;

    -   WCC will no longer participate in the private placement. As a result,
        the private placement will consist of the sale of up to 26,000,000
        Units for gross proceeds of up to $6.5 million. As previously
        announced, the sale of 1,600,000 Units was completed on October 16,
        2009 and Mandalay has received binding subscriptions for the
        remaining 24,400,000 Units; and

    -   Arcourt Resources NL has converted its US$650,000 promissory note
        into 6,088,136 common shares.
    

The changes described above do not affect the total number of shares or warrants to be issued by Mandalay pursuant to the transactions or WCC's pro forma ownership position after giving effect to the transactions.

The special meeting will be held at 10 a.m. ( Vancouver time) on November 24, 2009 at 2300 - 1066 West Hastings Street, Vancouver , British Columbia. An information circular has been mailed to shareholders of record as of November 2, 2009 . The information circular is also available for review on the SEDAR website at www.sedar.com.

If the acquisition and the private placement are approved at the special meeting, and assuming satisfaction or waiver of all other closing conditions, Mandalay currently expects to complete the transactions on or before November 27, 2009 .

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the proposed transaction, including statements regarding the terms and conditions of the proposed transaction and its anticipated completion. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, risks that the parties will not proceed with the proposed transaction, that the ultimate terms of the proposed transaction will differ from those that currently are contemplated, that the proposed transaction will not be successfully completed for any reason (including the failure to obtain the required financing, TSXV approval or shareholder approval), Mandalay's ability to secure additional financing, changes in commodity prices and general market and economic conditions. The factors identified above are not intended to represent a complete list of the factors that could affect Mandalay. Although Mandalay has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

    
    THE TSX VENTURE EXCHANGE HAS NOT YET REVIEWED AND DOES NOT TAKE
    RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS
    RELEASE.
    

For further information: Bradford Mills, Chief Executive Officer, Greg DiTomaso, Investor Relations, Contact: [phone]