Mindoro Resources Ltd. Closes Final Tranche of Private Placement

Final closing of Private Placement raises C$1.3 M taking total raised to C$2.7 M

MELBOURNE, AUSTRALIA -- (Marketwire - Jan. 31, 2012) - Mindoro Resources Ltd (TSX VENTURE:MIO) (ASX:MDO) (FRANKFURT:WKN 906167) today announced that it has raised an additional C$1.3 million by completing a third and final closing of its Private Placement which was previously announced on 22 November 2011. The Company has issued 10,985,174 Common Shares / CDIs to qualified investors in connection with the final closing. CDIs have been issued to investors in Australia, with the underlying common shares deposited with the CHESS Depository. The total funds raised under this Private Placement is C$2.7 million with an anticipated additional C$0.25 million to be contributed by Directors of the Company under a separate private placement to be approved at a Special Shareholders meeting to be held on 8 March 2012, as previously announced on 13 January 2012.


Details of Securities issued under the current Private Placement

All securities issued under the current Private Placement are subject to the regulatory four-month hold period in Canada and cannot be traded on the TSX Venture Exchange or be resold in Canada during this period, unless an exemption is available from the applicable prospectus requirements in Canada. CDIs issued in Australia will be tradeable on the ASX but will not be convertible to Common Shares in Canada during the four-month hold period applicable under Canadian securities regulations. The Company has implemented appropriate controls with its share registries to ensure Canadian regulatory requirements are met.

The Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approval, including the approval of the TSX Venture Exchange.


Australian Disclosure with respect to issuing CDIs:

The Company is in full compliance with its continuous disclosure responsibilities and no information has been withheld from disclosure in reliance on a confidentiality carve-out. Specifically, the Company gives notice under paragraph 708A(5)(e) of the Australian Corporations Act (Act) that the CDIs were issued without disclosure under Part 6D.2 of the Act. As at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and section 674 of the Act. As at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) or 708A(8) of the Act.

Neither the Common Shares nor the CDIs have been registered in the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation or sale would be unlawful.


ABOUT MINDORO

Mindoro is a Tier 1 Issuer trading on the TSX Venture Exchange (MIO), Australian Securities Exchange (MDO) and Frankfurt Stock Exchange (WKN 906167). Mindoro is focused on nickel, gold and copper-gold exploration and development in the Philippines where its 100%-owned PEA-stage (Nov 2011) Agata Nickel Project has NI 43-101 Mineral Resources that include Measured and Indicated resource estimates totalling 42.76 million tonnes at 1.01% nickel, for 430,000 tonnes contained nickel, and Inferred resource estimates totalling 2.435 million tonnes at 0.99% nickel (Sep 2011). In addition the Company has NI 43-101 Mineral Resource estimates on its Lobo (2005) and Archangel (2010) gold-silver projects, as well as 10 key porphyry copper-gold prospects at varying stages of advancement.

The Company's development and production objectives are intended to provide an indication of management's current expectations and are still conceptual in nature. It is uncertain that sufficient resources will be established and if established that these resources will be converted into economically viable mining reserves. Until a feasibility study has been completed, there is no certainty that these objectives will be met. Mindoro's exploration programs are prepared and/or designed and carried out under the supervision of Tony Climie, P.Geo., who is a qualified person as defined by National Instrument 43-101 and is a competent person as defined by the JORC Code, and who has reviewed and verified the pertinent disclosure of exploration related technical information contained in this news release. The Company's resource estimates were originally prepared in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (“NI 43-101“) and the Canadian Institute of Mining, Metallurgy and Petroleum classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators that governs how Canadian issuers disclose scientific and technical information about mineral projects. All resource information is also expressed in terms of the JORC Code.

This release may contain forward-looking statements including management's assessments of future plans and operations, and expectations of future production. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risks associated with the mining and exploration industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty with respect to results of exploration, the uncertainty of estimates and projections relating to production and the uncertainty of the availability of capital). The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not undertake to update forward-looking statements except where required to do so by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.



Contact Information

Mindoro Resources Ltd. - Australia:
Jon Dugdale
President and CEO
+61 3 9614 5055
ir@mindoro.com
www.mindoro.com

Mindoro Resources Ltd. - Canada:
Jeanny So
CHF Investor Relations
+1 416 868 1079 ext. 225
ir@mindoro.com

Mindoro Resources Ltd. - Canada:
Jeremy Hill
CHF Investor Relations
+1 416 868 1079 ext. 238
ir@mindoro.com

Mindoro Resources Ltd. - Germany:
Robert Sarcher
Aprendo Capital
+49.821.6089051
ir@mindoro.com