0373849 B.C. Ltd.

April 13, 2011 18:47 ET

0373849 B.C. Ltd. Closes Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 13, 2011) - 0373849 B.C. Ltd. (the "Company") is pleased to announce that earlier today it completed a private placement offering whereby Procon Mining & Tunnelling Ltd. ("Procon") subscribed for and the Company issued 600,000,000 common shares (the "Common Shares") of the Company to Procon (the "Offering"). The Common Shares were issued at a price of $0.000003118 per Common Share for gross proceeds of $1,870.80. The Common Shares issued under the Offering will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities laws.

The Common Shares sold pursuant to the Offering represent approximately 83% of the common shares of the Company. As a result of the Offering, Procon now owns 656,885,206 common shares of the Company and 25,974,841,034,959 non-voting shares of the Company, representing approximately 90.43% of the issued and outstanding common shares of the Company, 100% of the non-voting shares of the Company and 99.99% of the total equity of the Company.

The Offering constituted a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as prior to the completion of the Offering, Procon held 56,885,026 common shares of the Company and 25,974,841,034,959 non-voting shares of the Company (representing approximately 45% of the issued and outstanding common shares of the Company, 100% of the issued and outstanding non-voting shares of the Company and 99.99% of the total equity of the Company). Generally, the related party nature of the Offering would have required the Company to obtain a formal valuation and minority shareholder approval of the Offering pursuant to MI 61-101. However, the Company relied on the exemption from the formal valuation requirement contained in subsection 5.5(b) of MI 61-101 ("Issuer Not Listed on Specified Markets") as none of the Company's securities are listed or quoted on a stock exchange listed in MI 61-101 and the exemption from the majority of minority shareholder approval requirement contained in subsection 5.7(a) of MI 61-101 ("Fair Market Value Not More Than 25% of Market Capitalization"), as the value of the transaction was $1,870.80 and the aggregate market price of all outstanding equity securities of the Company, as determined by its board of directors, in good faith, was equal to approximately $81,000,000 as of the date of the closing of the Offering.

ADDITIONAL INFORMATION:

A copy of the release, as well as other information related to the Company, is available on SEDAR at www.sedar.com.

On behalf of 0373849 B.C. Ltd.

Jimmy Mah, Chief Financial Officer

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

This release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration and development activities and events or developments that the Company expects, are forward-looking statements. Although management 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 in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see our public filings at www.sedar.com for further information.

Contact Information

  • 0373849 B.C. Ltd.
    Jimmy Mah
    Chief Financial Officer
    (604) 291-8292
    (604) 291-8082