Pacific Wildcat arranges $25-million private placement

2012-04-09 07:01 CT - News Release

Mr. Darren Townsend reports

PAW ANNOUNCES BROKERED PRIVATE PLACEMENT

Pacific Wildcat Resources Corp. (PAW) has signed a letter of engagement (LOE) with GMP Securities LP to raise up to $25-million through a brokered private placement.

The Offering will be undertaken by a syndicate of agents (the "Agents") lead by GMP, with Byron Capital Markets Ltd. ("Byron") and GMP acting as co-book runners.

The net proceeds from the Offering will be used to complete the acquisition of a 70% indirect interest in the Mrima Hill niobium and rare earth project in Kenya (the "Acquisition"), for ongoing exploration and resource definition work and for general corporate purposes.

The material terms of the LOE are as follows:

--  A "best efforts" private placement of subscription receipts 
 (each, a "Subscription Receipt") at an issue price of $0.30 per Subscription 
 Receipt to raise gross proceeds of up to $25 million. 
--  The Subscription Receipts will be automatically exchanged, without
 payment of any additional consideration, for an equal number of units
 (each a "Unit") upon the completion of certain conditions, including the
 entering into of a definitive agreement for the Acquisition, the receipt
 of all necessary shareholder approvals and the acceptance of the
 Offering by the TSX Venture Exchange (the "TSXV"). Each Unit will 
  consist of one common share of the Company (a "Common Share") and one
 share purchase warrant (a "Warrant"). Each Warrant will entitle the 
  holder to purchase one common share of the Company at an exercise price
  of $0.40 per common share at any time within 36 months following the 
closing of the Offering (the "Closing"). If on any 30 consecutive     
trading days occurring after four months and one day has elapsed 
following the Closing, the closing price of PAW's common shares (or the 
  closing bid, if no sales were reported on a trading day) on the TSXV is
 greater than $0.60 per common share, PAW may accelerate the expiry date
 of the Warrants to the 30th day after the date on which PAW gives notice 
 of such acceleration to the holders of the Warrants in accordance with     
  the terms of the Warrants. 
   --  The Company will grant the Agents the option, exercisable up to 
 48 hours     prior to the Closing, to arrange for the purchase of up to 
 an additional     15% of the number of Subscription Receipts sold under the Offering for     
  additional gross proceeds to the Company of up to $3,750,000.  
--  In accordance with Canadian securities legislation and the policies of
 the TSXV, the securities issued pursuant to the Offering will be subject
 to a restricted hold period of four months from the Closing.

PAW President and CEO, Darren Townsend, said "We are extremely pleased to have GMP and Byron leading this financing. This financing will give the Company the funds to complete the acquisition of a 70% indirect interest in the Mrima Hill property and to allow sufficient working capital for an important resource drilling campaign. RC resource drilling continues on site with over 3,000 metres of drilling of the current program completed to date with first samples currently at the laboratory in Australia. It is the aim of the Company to release its maiden rare earth oxide resource in the 3rd quarter of 2012 with an initial exploration target(i) for the deposit of between 30 million to 40 million tonnes at grades ranging from 4.0% to 5.0% TREO."

(i)Note that the potential quantities and grades of the above TREO estimates are conceptual in nature, and there is insufficient exploration to date to define a current mineral resource and therefore it is uncertain if further exploration will result in the target being delineated as a current mineral resource.

A "Qualified Person" as defined under National Instrument 43-101 ("NI 43-101") has not completed sufficient work to classify the above mentioned estimate as a current mineral resource. For details of individual rare earth oxides that contribute to the TREO exploration target see Table 1 below. This estimate is based on the development of a conceptual interpretation of the available drilling data utilising a 1.0% TREO lower cut-off.

To view Table 1 - Exploration Target of individual TREO + Y2O3, please visit the following link: http://media3.marketwire.com/docs/paw_table1.pdf

Qualified Persons

The individuals who completed the niobium mineral resource estimate have extensive experience in the mining and exploration industry and are members in good standing of appropriate professional institutions as follows:

Dr. Northrop and Mr. Deiss are competent persons registered with the South African Council of Natural Scientists as well as with various mining and geological professional bodies and are Qualified Persons as defined under NI 43-101. Both Dr. Northrop and Mr. Deiss have reviewed the content of this press release and consent to its disclosure.

Benjamin Craig Pollard, BSc - Mineral Exploration and Mine Geology, MAusIMM, a Qualified Person under NI 43-101 and a Competent Person as defined in the 2004 Edition of the ' Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (JORC Code), has reviewed the scientific and technical data and exploration data related to the TREO exploration target and TREO estimate referred to in this presentation and consents to its release. Mr. Pollard is a full-time employee of BMGS Perth Pty Ltd.

Timothy David Major, BSc, MSc - Geology and Mineral Exploration, MAusIMM, a Qualified Person under NI 43-101 and a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code), has reviewed the scientific and technical data and exploration data relating to the Mrima Hill project contained in this news release on behalf of the Company and consents to its release.