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Mega Announces Completion Of $9.6 Million Private Placement Financing


November 9, 2011

Mega Precious Metals Inc. (MGP:TSX-V) ("Mega" or the "Company") is pleased to announce that it has completed a previously announced best efforts private placement offering of 4,040,000 units ("Units") of Mega at a price of $0.53 per Unit and 11,623,200 flow-through units ("Flow-Through Units") of Mega at a price of $0.65 per Flow-Through Unit for aggregate gross proceeds of $9,696,280 (the "Offering") through a syndicate of agents led by Octagon Capital Corporation and including PowerOne Capital Markets Limited and Stonecap Securities Inc. (collectively, the "Agents"). Each Unit is comprised of one common share and one-half of one common share purchase warrant of Mega, and each Flow-Through Unit is comprised of one common share that is a “flow-through share” within the meaning in the Income Tax Act (Canada) and one-half of one common share purchase warrant of Mega. Each whole common share purchase warrant is exercisable to purchase one common share of Mega for a period of 24 months from the date of closing of the Offering at a price of $0.70.

As consideration for the services of the Agents in connection with the Offering, the Agents received a commission equal to 7% of the aggregate gross proceeds of the Offering and compensation warrants exercisable at any time for a period of 24 months following the closing of the Offering, to purchase up to an aggregate of 1,096,424 common shares of Mega representing 7% of the total number of Units and Flow Through Units issued pursuant to the Offering, at an exercise price of $0.53 per common share.

The net proceeds from the sale of Units will be used to fund Mega’s exploration and development activities, and for general corporate and working capital purposes. The proceeds from the sale of Flow-Through Units will be used by Mega to incur Canadian exploration expenditures ("CEE") on the continued exploration of Mega’s mineral properties prior to December 31, 2012. Mega has agreed to budget $6 million for CEE for its Monument Bay project in Manitoba and $1 million for CEE for its projects in Ontario. Additional proceeds received from the sale of Flow-Through Units will be allocated pro rata between CEE for the Company’s Monument Bay project and its projects in Ontario. Mega will renounce the CEE to subscribers of the Flow-Through Units effective on or prior to December 31, 2011.

The Company intends to close the "President’s List" portion of the Offering, representing 150,000 Units and 248,400 Flow-Through Units, on November 10, 2011, on the same terms as the Offering.

Further to its news release dated August 26, 2011, the Company is continuing to proceed with its previously announced private placement with the Red Sucker Lake First Nation and the Province of Manitoba.

Mega Precious Metals Inc. is a Canadian-based mineral exploration company with several projects in Northwestern Ontario, Manitoba and Nunavut. The Company is committed to an accelerated growth strategy and is backed by a team of experienced mining experts. Mega is poised for rapid expansion through quick response to new opportunities and changes in the market. Mega's common shares trade on the TSX Venture Exchange under the symbol MGP.

For further information, please contact:
Mega Precious Metals Inc.
Jim Rogers, President & Chief Executive Officer
O: 807-766-3380
TF: 877-592-3380
info@megapmi.com 

Forward-looking Information

This news release includes certain information that may constitute “forward-looking information” under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about the use of proceeds from the Offering, strategic plans, spending commitments, future operations, future work programs and objectives. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including the risks identified in Mega's annual information form under the heading “Risk Factors”. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. Mega disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.