Bayswater Ventures Corp.
TSX VENTURE : BVE

Bayswater Ventures Corp.

March 27, 2006 14:10 ET

Bayswater Closes $9.9 Million Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - March 27, 2006) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR VIA UNITED STATES NEWSWIRE SERVICES

Bayswater Ventures Corp. (TSX VENTURE:BVE) (the "Company") is pleased to announced that it has closed the brokered private placement previously announced on February 7, 2006 and amended on February 13, 2006 and March 13, 2006, issuing 6,357,500 Flow Through Units (the "FT Units") at a price of $0.90 per FT Unit and 5,620,366 Common Share Units (the "CS Units") at a price of $0.75 per CS Unit raising aggregate gross proceeds of $9,937,024.50 (the "Offering").

Each CS Unit comprises one common share and one half of one transferable common share purchase warrant (each whole such purchase warrant, a "Warrant"). Each FT Unit comprises one flow-through common share and one half of one Warrant. Each Warrant is exercisable into one additional common share at an exercise price of $1.00 per common share until September 27, 2007.

The Offering was brokered by Pacific International Securities Inc. (the "Agent"). The Agent has received a commission of 7.5% of the gross proceeds of the Offering paid in a combination of cash and CS Units. The Agent has also received 1,197,786 compensation options (the "Compensation Options"). Each Compensation Option entitles the holder to acquire one additional common share at an exercise price of $0.80 per common share until September 27, 2007.

All of the securities issued under the private placement are subject to a four-month hold period expiring on July 28, 2006.

The proceeds raised from the issuance of the FT Units will be used for general exploration expenditures, which will constitute Canadian exploration expenses (as defined in the Income Tax Act) and will be renounced for the 2006 taxation year. Net proceeds of the Offering will be used to fund exploration on the Company's Labrador mineral belt uranium properties, for exploration projects in Niger, Nunavut and Ireland, and for general working capital purposes.

ON BEHALF OF THE BOARD

George M. Leary, President

This press release does not constitute an offer to sell or a solicitation to buy 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 law and may not be offered or sold in 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.

Warning: The Company relies upon litigation protection for "forward-looking" statements.


The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents herein.

Contact Information