Pacific Ridge Closes Non‐brokered Private Placements and Raises $4,520,200
Suite 1100 ‐ 1199 West Hastings Street Vancouver, BC V6E 3T5 Tel.: 604.687.4951 Fax: 604.688.4670 www.pacificridgeexploration.com
N E W S R E L E A S E # 1 0 - 1 4
PACIFIC RIDGE CLOSES NON‐BROKERED PRIVATE PLACEMENTS AND RAISES $4,520,200
Vancouver, B.C. – December 23, 2010 – Pacific Ridge Exploration Ltd. (TSX Venture: PEX) (the “Company”) is pleased to announce that the non‐brokered private placements announced on November 30, 2010 have closed.
The Flow‐Through private placement was oversubscribed with the Company receiving gross proceeds of $2,576,650.20 pursuant to the issuance of 8,588,834 Flow‐Through Shares priced at $0.30 per share. The Company intends to use the gross proceeds from the sale of the Flow‐Through Shares for Canadian Exploration Expenses (“CEE”), within the meaning of the Income Tax Act (Canada), with the Company using its best efforts to ensure that such CEE qualify as a “flow‐through mining expenditure” for purposes of the Income Tax Act (Canada), related to the exploration during 2011 of the Company’s mineral exploration projects located in Yukon, Canada. The Company expects to renounce such CEE with an effective date of December 31, 2010.
The Company raised a further $1,943,550 pursuant to the issuance of 6,478,500 non‐flow‐through units (“Units”) priced at $0.30 per Unit. Each Unit is comprised of one common share and one‐half of one whole transferable share purchase warrant, each whole warrant (a “Warrant”) entitling the purchase of one common share at a price of $0.45 per share for 12 months, subject to the following acceleration provision: if at any time after 4 months from the date of issue of the Warrants the closing market price of the Company’s common shares on the TSX Venture Exchange is greater than $0.60 per share for 20 consecutive trading days (the “Triggering Event”), the Company may, within 5 days of the Triggering Event, accelerate the expiry date of the Warrants by giving notice thereof to the holders of the Warrants, by way of press release, in which event the Warrants will expire on the 21st day after the date on which such notice is given. The Company intends to use the gross proceeds from the sale of the Units for general working capital purposes and development of the Company’s mineral property portfolio.
Finders Fees totaling $211,830.03 cash and 706,100 Finder’s Warrants, each having the same terms and conditions as the Warrants, are payable in respect of the private placements closing. All securities issued pursuant to the private placements, including shares, share purchase warrants and Finder’s Warrants issued as finder’s fees are subject to a hold period expiring April 23, 2011. The private placements and payment of finders’ fees are subject to regulatory approval.
Non‐flow‐through funds in the amount of $1,943,550 have been added to the Company’s working capital. Flow‐though funds in the amount of $2,576,650 will be largely designated to 2011 exploration drilling expenditures on the Company’s Mariposa Gold Property located in the Yukon’s South Klondike region.
On behalf of the Board of Directors,
John S. Brock President Pacific Ridge Exploration Ltd.
For further information, contact:
Corporate Information Investor Relations Inquiries
Pacific Ridge Exploration Ltd. G2 Consultants John S. Brock Tel: (604) 742‐9990 President and CEO Toll Free 1 866 742‐9990 Tel: (604) 687‐4951 [email protected] www.pacificridgeexploration.com
Neither the 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.
Forward‐Looking Information 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 and other activities and events or developments that Pacific Ridge Exploration Ltd. ("Pacific Ridge") expects to occur, are forward‐looking statements. Forward‐looking statements in this news release include statements regarding the placements and future exploration plans and expenditures. 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 forward‐looking statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals for the transactions described herein, the ability of Pacific Ridge and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Pacific Ridge’s proposed transactions and programs on reasonable terms, and the ability of third party service providers to deliver services in a timely manner. 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, except as required by applicable law.