And Does Not Constitute an Offer of the Securities Described Herein. These Securities Have Not Been Registered Under
Suite 1100 ‐ 1199 West Hastings Street Vancouver, BC V6E 3T5 Tel.: 604.687.4951 Fax: 604.688.4670 www.pacificridgeexploration.com
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PROPOSED PRIVATE PLACEMENTS
Vancouver, B.C. – November 30, 2010 – Pacific Ridge Exploration Ltd. (TSX Venture: PEX)(the “Company”) announces two proposed private placement financings.
The Company is proposing to sell by way of non‐brokered private placement up to 7,500,000 Flow‐Through Shares to Canadian resident investors, each Flow‐Though Share priced at $0.30 to raise gross proceeds of up to $2,250,000. 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 is also proposing to sell by way of non‐brokered private placement up to 7,500,000 non‐flow‐ through units (the “Units”), each Unit priced at $0.30 to raise gross proceeds of up to $2,250,000. 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.
In connection with the private placements, the Company is proposing to pay finders’ fees in cash (6%) or shares equal in number to 6%, and issue that number of Finder’s Warrants, each having the same terms and conditions as the Warrants, as is equal in number to 6%, of the number of Flow‐Through Shares and Units purchased by investors that may be introduced to the Company by finders.
The private placements and payment of finders’ fees are subject to regulatory approval.
Proceeds derived from the placements will be largely directed to the 2011 exploration programs at the Mariposa property, located in the White Gold, South Klondike area of Yukon where the Phase I drilling program plus additional surface exploration is currently budgeted at $2,800,000. Exploration programs on other holdings in the Yukon are budgeted at $650,000.
On behalf of the Board of Directors,
John S. Brock President Pacific Ridge Exploration Ltd.
For further information, contact:
Corporate Information Investor Relations
Pacific Ridge Exploration Ltd. G2 Consultants John S. Brock Grant Prenevost President and CEO Tel: (604) 742‐9990 Tel: (604) 687‐4951 Toll Free 1 866 742‐9990 www.pacificridgeexploration.com [email protected]
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.