Pacific Wildcat Resources Corp. (TSX VENTURE:PAW) ("PAW" or the "Company") is pleased to announce the Company and Finebrook Investments Pty Ltd., as trustee for the O'Sullivan Superannuation Fund, and Dunross Capital Limited (collectively the "Vendors") have agreed, subject to the acceptance of the TSX Venture Exchange, to amend the terms of the Acquisition Agreement with respect to the acquisition (the "Acquisition") of the indirect 70% interest in Cortec Mining Kenya, owner of the Mrima Hill Niobium and Rare Earth Project, to settle the previously agreed cash consideration of Cdn$10,960,147 (Aus$10,579,830) that is payable to the Vendors on the closing of the Acquisition by a combination of the issuance of common shares and a convertible promissory note.

On Closing the Company will issue to the Vendors an aggregate of 92,592,245 common shares of PAW at a deemed price of Cdn$0.11 per share (for a deemed value of Cdn $ 10,185,147). The balance of Cdn$775,000 of the outstanding cash consideration due to the Vendors will be paid by PAW by the issuance of a convertible promissory note repayable at PAW's election at any time up to 12 months from the closing date of the Acquisition in cash. The Loan will bear interest at the rate of 1% per month, compounded monthly and the principal and any interest is convertible at any time by the Vendors into equity at a price of Cdn$0.11. If the Vendor does not elect to convert to equity then any interest and principal only becomes payable 12 months from the Closing date of the Acquisition in cash.

Subject to TSXV approval the Vendors will also be issued 4,507,585 shares within 7 days.

The overall total value of the consideration to be paid to the Owners by the Company on completion of the Acquisition has not changed.

Conditions Precedent to Final Closing includes:

TSXV and any other regulatory approvals,Approval of a majority of disinterested PAW shareholders,PAW completing a debt or equity financing to raise proceeds of between Cdn $ 3,000,000 and $ 5,000,000 at a price of no less than CDN $0.11 per share for working capital purposes at Closing.If TSX approval is received the Company will move to give notice of a shareholder meeting to approve the transaction. Closing must take place on or before the 12th September 2012.

The Mrima Hill Niobium and Rare Earth property is located 80 kilometres from Mombasa, Kenya, the largest port in East Africa. The project is an ex Anglo American and Pechiney property the subject of extensive historic work. PAW has completed 7,897 metres of drilling on the project since 2010. In July 2011, PAW completed an initial NI 43-101 compliant inferred niobium resource estimate of 105.3 million tonnes at 0.65% Nb2O5 for a total of 1.519 billion pounds contained Nb2O5 to a depth of 30 metres from the surface. Ongoing exploration work has shown Niobium and Rare Earth mineralisation extending to over 100 metres depth in places. The Company aims to release its maiden Total Rare Earth Resource by the end of the calendar year and continues metallurgical work in parallel with resource definition work.

Closing Comments: The Company's Chairman, Mr. Terry Lyons said: "We are very pleased to be able to move towards closing on the Mrima Hill transaction. This will give PAW 70% indirect interest in the Mrima Hill Niobium and Rare Earth Project. The fact that the Vendors are prepared to take stock rather than cash shows their firm belief in the future of the Mrima Hill project and we look forward to welcoming two of their representatives onto the PAW Board in due course."

ON BEHALF OF THE BOARD OF DIRECTORS OF PACIFIC WILDCAT RESOURCES CORP.

Darren Townsend, President and CEO