Mantra announces share offering to raise C$64 million

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES/

PERTH , Western Australia , Dec. 8 /CNW/ - Mantra Resources Limited ("Mantra" or "Company") (ASX:MRU, TSX:MRL) has entered into an agreement with a syndicate of agents led by Haywood Securities Inc. and GMP Securities L.P., and including Dundee Securities Corporation, (the "Agents") under which the Agents have agreed to place 13,000,000 ordinary shares (the "Ordinary Shares") of the Company at an issue price of C$4.00 per Ordinary Share for gross proceeds to the Company of C$52.0 million (the "Offering").

The Company also intends to complete a private placement of an additional 3,000,000 Ordinary Shares to Highland Park S.A. at an issue price of C$4.00 per Ordinary Share for gross proceeds to the Company of C$12.0 million (the "Private Placement"). The Private Placement is to be completed on a deferred settlement basis, pending regulatory, Toronto Stock Exchange ("TSX") and shareholder approval.

The issue price of C$4.00 per Ordinary Share equates to an issue price of approximately A$4.17 per Ordinary Share for gross proceeds to the Company from the Offering and the Private Placement of approximately A$66.7 million.

The Offering will be made primarily to North American and European institutional investors and the Company has filed a preliminary short form prospectus with the applicable securities regulatory authorities in regards to the Offering.

The net proceeds of the Offering and the Private Placement will be predominately used to complete feasibility studies on the Company's Mkuju River Project ("MRP") in southern Tanzania and for the ongoing appraisal and development of the MRP to enable the Company to continue to work towards becoming a significant uranium producer in the near term.

Closing of the Offering is expected to occur on or about December 23 , subject to all customary conditions including the receipt of all necessary regulatory approvals.

The Offering is being made pursuant to a short form prospectus to be filed in each of the provinces of Canada , other than Quebec . The Offering is subject to, among other things, the approval of the securities regulatory authorities and the TSX.

The securities to be offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or in accordance with an applicable exemption from the registration requirements.

ABOUT MANTRA RESOURCES LIMITED

Mantra is a dynamic and emerging uranium company with a portfolio of quality projects in southern Tanzania . The Company is dual listed on the Australian Securities Exchange ("ASX") under the code 'MRU' and the TSX under the code 'MRL'. Mantra was recently added to the S&P/ASX 300 index. Mantra is focused on aggressively pursuing the potential development and ongoing exploration of the MRP in Tanzania in order to fulfil its strategic objective of becoming a significant uranium producer in the near-term.

This news release contains 'forward-looking information' that is based on the Company's expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, statements with respect to proposed financings, the Company's business strategy, plans, objectives, performance, outlook, growth, cash flow, projections, targets and expectations, mineral reserves and resources, results of exploration and related expenses. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as 'outlook', 'anticipate', 'project', 'target', 'likely', 'believe', 'estimate', 'expect', 'intend', 'may', 'would', 'could', 'should', 'scheduled', 'will', 'plan', 'forecast' and similar expressions. Persons reading this news release are cautioned that such statements are only predictions, and that the Company's actual future results or performance may be materially different.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to the risk factors set out in the Company's Annual Information Form.

This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. The Company disclaims any intent or obligations to update or revise any forward-looking statements whether as a result of new information, estimates or options, future events or results or otherwise, unless required to do so by law.

For further information regarding the Mkuju River Project, including a description of Mantra's quality assurance program, quality control measures, the geology, samples collected and testing procedures in respect of the Mkuju River Project please refer to the technical reports prepared in accordance with NI 43-101 entitled "December, 2009 Resource Updated - Mkuju River Project" dated December 7, 2009 and "Technical Report on the Mkuju River Project located in Tanzania , Africa " dated September 18, 2009 , which are available under the Company's profile at www.sedar.com.

For further information: Robert Behets, Joint Managing Director, Telephone: [phone]; Matthew Yates, Joint Managing Director, Telephone: [phone]