Pacific Lottery Corporation

Pacific Lottery Corporation

March 11, 2005 18:07 ET

Pacific Lottery Corporation Announces Engagement Letter with Haywood Securities Inc. for a Proposed $5,000,000.00 Private Placement Financing




MARCH 11, 2005 - 18:07 ET

Pacific Lottery Corporation Announces Engagement
Letter with Haywood Securities Inc. for a Proposed
$5,000,000.00 Private Placement Financing

CALGARY, ALBERTA--(CCNMatthews - March 11, 2005) - Pacific Lottery
Corporation (TSX VENTURE:LUK) announces that the Corporation has entered
into a letter of engagement with Haywood Securities Inc. ("Haywood")
pursuant to which Haywood has agreed to sell, on a commercially
reasonable best efforts basis by way of a private placement, up to
20,000,000 units of the Corporation at a purchase price of $0.25 per
unit for gross proceeds of up to $5,000,000.00. The net proceeds from
this private placement will be used for the purchase of equipment and
marketing activities related to its contract to supply technology to the
Government of Vietnam for the implementation and operation of a national
online lottery program in Ho Chi Minh City (formerly Saigon) Vietnam.

Each unit will consist of one (1) common share and a two year one half
(1/2) share purchase warrant. Every two share purchase warrant will
entitle the holder thereof to purchase a further common share at an
exercise price of $0.35 per common share on or before the expiration of
the first twelve (12) months from the date of issuance and thereafter at
an exercise price of $0.45 per common share until the expiration of
twenty-four (24) months from the date of issuance. The units issued
through this private placement will be subject to a four (4) month hold
period from the date of issue. Completion of the private placement is
subject to technical, legal and financial due diligence by Haywood and
the receipt of all regulatory approvals.

On closing of the private placement, expected on March 31st 2005, the
Corporation will pay Haywood a cash commission and will issue broker
options entitling Haywood to purchase up to 12% of the units sold under
the private placement to be issued under the same terms of the Offering
and exercisable for a period of twenty-four (24) months from the date of

Haywood may terminate the engagement letter at any time by notice in
writing to the Corporation if, in its sole discretion, Haywood is not
satisfied with the result of its due diligence and/or the general market
conditions at the time of marketing the private placement. It is
anticipated that insiders of the Corporation will participate in this
Offering. At the completion of the private placement, the Corporation
and Haywood will enter into a formal agency agreement. This is intended
to replace the previously announced financing involving Wolverton
Securities Ltd. as disclosed in the Corporations news release dated
September 20th 2004

SEC 12g exemption: 82-4832

This release contains forward-looking statements within the meaning of
the United States Private Securities Litigation Act of 1995. Investors
are cautioned that such forward-looking statements involve risk and
uncertainties, which could cause actual results, performance or
achievements of the Company, or industry results to differ materially
from those reflected in the forward-looking statements. Forward-looking
statements are based on the current expectations, projections and
opinions of the Company's management, and the Company undertakes no
obligation to publicly release the results of any revisions to such
forward-looking statements which may be made, for example to reflect
events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.


Contact Information

    Pacific Lottery Corporation
    David Aftergood
    Chief Executive Officer
    (403) 266-8900
    (403) 266-8909 (FAX)
    Pacific Lottery Corporation
    Suite 201 - 3740F -11A Street N.E.,
    Calgary, Alberta T2E 6M6
    The TSX Venture Exchange inc. Has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this news release.