RAB Special Situations L.P.

Muskox Minerals Corp.

January 27, 2005 15:42 ET

RAB SPECIAL SITUATIONS L.P./Muskox Minerals Corp.-Announcement


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: RAB SPECIAL SITUATIONS L.P.

AND MUSKOX MINERALS CORP.

TSX VENTURE SYMBOL: MSK

JANUARY 27, 2005 - 15:42 ET

RAB SPECIAL SITUATIONS L.P./Muskox Minerals
Corp.-Announcement

LONDON, UNITED KINGDOM--(CCNMatthews - Jan. 27, 2005) - RAB Special
Situations L.P. ("Special Situations") announces that it subscribed for
an unsecured, non-interest bearing convertible debenture (the
"Debenture") of Muskox Minerals Corp. (TSX VENTURE:MSK) (the "Company")
(the "Private Placement") in the principal amount of Cdn.$1,150,000, due
January 22, 2010 (the "Maturity Date"). The transaction took place off
the market by way of private placement and closed on January 24, 2005.

At any time prior to the Maturity Date, Special Situations may convert
the principal amount of the Debenture, in whole or in part, into units
of the Company at a conversion price per Unit (the "Conversion Price")
of (i) Cdn.$0.12 until January 21, 2007, (ii) Cdn.$0.132 from January
22, 2007 until January 21, 2008, (iii) Cdn.$0.143 from January 22, 2008
until January 21, 2009 and (iv) Cdn.$0.1573 from January 22, 2009 until
January 21, 2010. Each unit (the "Units") will consist of one common
share of the Company (a "Share") and one common share purchase warrant
(a "Warrant"). The Warrants will be exercisable during the period ending
on the earlier of one (1) year from the date of issuance of the Warrant
and January 21, 2010 at an exercise price (the "Exercise Price") equal
to the Conversion Price in effect on the date of the issue of the
Warrants.

Special Situations has ownership of and control over the Debenture
purchased in the Private Placement. The Debenture represents
approximately 19.35% of the issued and outstanding Shares on a partially
diluted basis (i.e. assuming full conversion of the Debenture at a
Conversion Price of Cdn.$0.12 per Unit and exercise of all Warrants
underlying such Units at such Conversion Price) ("Partially Diluted
Basis").

Immediately after the Private Placement Special Situations owned
24,433,333 Shares and 23,758,333 Warrants representing approximately
42.56% of the issued and outstanding Shares on a Partially Diluted Basis
and Mr. William Philip Seymour Richards, who may be considered a joint
actor with Special Situations, owned 500,000 Shares and 500,000
Warrants, representing approximately 1.11% of the issued and outstanding
Shares on a Partially Diluted Basis.

Special Situations purchased the Debenture for investment purposes only
and not with the purpose of influencing the control or direction of the
Company. Special Situations and Mr. Richards, together with joint
actors, if any, may, subject to market conditions, make additional
investments in or dispositions of securities of the Company in the
future, including additional purchases of Shares. However, Special
Situations and Mr. Richards (together with joint actors, if any) do not
intend to acquire 20% or more of any class of the outstanding voting
securities of the Company.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    RAB Special Situations L.P.
    Mr. Neil Warrender
    (44) 20-7389-7000
    nw@rabcap.com
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this release.