Pacific Ridge Exploration Ltd. (the "Company") (TSX VENTURE:PEX) has entered into an agreement with Dundee Securities Corporation and Haywood Securities Inc. (the "Agents") for the private placement (the "Offering"), on a commercially reasonable efforts agency basis, of up to 6,000,000 flow through common shares (the "FT Shares") at a price of $0.35 per FT Share for maximum aggregate gross proceeds of $2,100,000 and up to 7,000,000 units (the "Units") at a price of $0.30 per Unit for maximum aggregate gross proceeds of $2,100,000. Each Unit will consist of one common share of the Company and one-half of one transferable common share purchase warrant of the Company (each whole warrant a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company for a period of 18 months after the closing date of the Offering at an exercise price of $0.40. In the event that the common shares of the Company trade on the TSX Venture Exchange at a closing price greater than $0.68 per common share for a period of 20 consecutive trading days at any time after four months and one day after the closing date of the Offering, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.
The closing of the Offering is expected to occur on or about June 20, 2007. The Agents will receive a cash commission equal to 6.5% of the gross proceeds raised in the Offering. In addition, the Company has agreed to issue to the Agents on closing broker warrants exercisable for common shares of the Company equal in number to 6.5% of the number of FT Shares and Units sold under the Offering. The broker warrants will be exercisable at a price of $0.35 per common share for a period of 18 months after the date of the closing of the Offering. The private placement is subject to regulatory approval, and all securities issued will be subject to a mandatory four month hold period from the date of closing.
The Company will use the gross proceeds from the sale of the FT Shares for Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)), with the Company using its best efforts to ensure that such Canadian Exploration Expenses qualify as a "flow-through mining expenditure" for purposes of the Income Tax Act (Canada), related to the exploration of the Company's Baker Basin Uranium Project located in Nunavut, Canada. The Company expects to renounce such Canadian Exploration Expenses with an effective date of December 31, 2007. The net proceeds from sale of the Units will be used for general working capital purposes and development of the Company's property portfolio.
The Company plans a $3 million drilling program during 2007 with immediate follow-up drilling of two zones that yielded encouraging uranium assays from the seven holes drilled in late 2006. Diamond drilling will also be directed to two new uranium discoveries made last year by the Company's exploration crew. Exploration is in progress with crew and diamond drilling equipment now being mobilized to the project site.
The Baker Basin Uranium Project is located about 50 kilometres south of the town of Baker Lake in southern Nunavut. The project covers an area of 500,000 acres over an approximate 60 kilometre length of the southern boundary of the Baker Lake basin, where over 20 uranium prospects have been discovered. Baker Lake basin is one of four Canadian proterozoic basins recognized as attractive depositional environments for large uranium deposits.
"John S. Brock"
John S. Brock
President and Chief Executive Officer
For further information, contact:
Pacific Ridge Exploration Ltd.
John S. Brock
Tel: (604) 604.641.2759
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address exploration drilling, exploitation activities and events or developments that Pacific Ridge Exploration Ltd. ("Pacific Ridge") expects to occur, are forward-looking statements. Although Pacific Ridge believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Pacific Ridge does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.