Committee Bay Resources Ltd.
TSX VENTURE : CBR

Committee Bay Resources Ltd.

July 31, 2006 18:45 ET

Committee Bay Closes Brokered Private Placement

EDMONTON, ALBERTA--(CCNMatthews - July 31, 2006) -

Not for distribution in the United States or through U.S. newswire services

Committee Bay Resources Ltd. (TSX VENTURE:CBR) ("CBR") (the "Corporation") is pleased to announce that it has closed a brokered private placement of an aggregate of 9,090,982 units ("Units") and 5,000,000 flow-through common shares of CBR ("FT Shares") for gross proceeds of $7,999,490.10. Each Unit was sold at a price of $0.55 and consisted of one common share of CBR ("Common Share") and one-half of a transferable share purchase warrant ("Warrant"). Each whole Warrant entitles the holder to acquire one additional Common Share at a price of $0.75 per Common Share within 24 months of issuance. Each FT Share was sold at a price of $0.60 and was issued as a "flow-through" share pursuant to the Income Tax Act (Canada).

The Units and FT Shares were sold to qualified purchasers in reliance upon exemptions from the registration and prospectus requirements of applicable securities legislation. The proceeds from the sale of the FT Shares will be used to incur expenditures on the Corporation's properties which qualify as Canadian Exploration Expenses.

Canaccord Capital Corporation, Blackmont Capital Inc., Dundee Securities Corporation and Bolder Investment Partners Ltd. (collectively the "Agents") acted as agents and received a commission of $578,441.76 and non-transferable compensation warrants ("Agent's Warrants") to acquire up to 1,354,538 Common Shares at an exercise price of $0.80 per Common Share within 24 months of issuance. The Corporation paid the Agent's costs and expenses related to the offering and paid Canaccord Capital Corporation a corporate finance fee of $50,000, by the issuance of 90,909 Units at a deemed price of $0.55 per Unit. Subject to regulatory approval, the Corporation will pay Brighton Capital, Ltd. (which is at arm's length to the Corporation) a finder's fee in the sum of $21,520 and non-transferable finder's warrants to acquire up to 54,460 Common Shares at an exercise price of $0.80 per Common Share within 24 months of issuance in connection with referrals resulting in the sale of an aggregate of 728,000 Units and 50,000 FT Shares.

The Common Shares and Warrants comprising the Units, including those issued to the Agent in payment of the corporate finance fee and the Common Shares issuable upon exercise of the Warrants, the Agent's Warrants and the finder's warrants will be subject to a restricted period expiring on December 1, 2006.



On behalf of the Board
Committee Bay Resources Ltd.
/s/"John Williamson"
John Williamson, P.Geol.
President


Certain disclosures in this release, including management's assessment of Committee Bay's plans and projects, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Committee Bay's operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Committee Bay expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.


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

Contact Information

  • Committee Bay Resources Ltd.
    Derek Iwanaka
    Investor Relations
    (604) 331-2269 or Toll Free: 1-888-331-2269
    or
    Committee Bay Resources Ltd.
    Jim Paterson
    Investor Relations
    (604) 331-2269 or Toll Free: 1-888-331-2269
    Website: www.committeebay.com