3:1 Share Consolidation, 12 Million Unit Financing
PACIFIC TOPAZ RESOURCES LTD.
Suite 605 – 889 West Pender Street, Vancouver, BC V6C 3B2 Telephone: 604.682.7159 ~ Fax: 604.669.5886
January 4, 2010 Trading Symbol: PPZ 12g3-2(b): 82-1285
3:1 SHARE CONSOLIDATION, 12 MILLION UNIT FINANCING
Vancouver, BC, January 4, 2010: Pacific Topaz Resources Ltd. (the “Company”) (PPZ – TSX-V) announces that it will be convening a Extraordinary General Meeting of shareholders on March 16, 2010 to seek shareholder consent to a proposed consolidation of its share capital on a ratio of three (3) old shares for one (1) new share. The Company will also be seeking shareholder approval to a change of its name to Pacific Topaz Ventures Ltd., or such other name as the Board of Directors may approve. Currently, a total of 58,415,341 common shares in the capital of the Company are issued and outstanding. Accordingly, if put into effect, a total of 19,471,780.33 common shares in the capital of the Company would be issued and outstanding following the said consolidation, assuming no other change in the issued capital. There is currently no maximum number of authorized common shares. The share consolidation is being proposed in order to allow the Company greater flexibility in future financings. Both the share consolidation and name change are subject to shareholder approval and TSX Venture Exchange acceptance for filing.
The Issuer also announces a $675,000 private placement financing comprised of 12,000,000 units at $0.05625 per unit. Each unit consists of one common share and one transferable warrant entitling the holder to purchase one additional share for a period of five years at a price of $0.10 per share. A portion of the financing may be issued on a flow-through basis. Funds from the financing will be used for exploration of the Company’s Nugget Queen gold/silver property, payment of debt, working capital and property investigations and potential acquisitions.
The President of the Company will be subscribing for up to $500,000 of the private placement comprised of up to 8,888,889 units on the terms set forth above. Participation by the President in the private placement has been approved by the independent directors of the Company. Other directors and officers may also participate in the private placement. The Company is relying on an exemption from the related party requirements of MI 61-101. The Company will be seeking shareholder approval to the proposed financing.
The financing is subject to acceptance for filing by the TSX Venture Exchange.
PACIFIC TOPAZ RESOURCES LTD.
Per: “Raymond W. Roland”
Raymond W. Roland, President
The statements made in this News Release may contain certain forward-looking statements. Actual events or results may differ from the Company's expectations. Certain risk factors may also affect the actual results achieved by the Company. The TSX Venture exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.