Pacific Wildcat Resources Corp.
TSX VENTURE : PAW

Pacific Wildcat Resources Corp.

September 08, 2011 12:52 ET

Pacific Wildcat Resources Corp.: Appointment of Argonaut as Financial and Corporate Adviser

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 8, 2011) - Pacific Wildcat Resources Corp. (TSX VENTURE:PAW) ("PAW" or the "Company") wishes to announce the appointment of Argonaut Capital Limited ("Argonaut") as its financial and corporate adviser to assist the Company with maximizing shareholder value primarily with reference to the Mrima Hill Niobium and Rare Earth project in Kenya. The term of the engagement is for a period of 12 months.

Argonaut is a full service advisory, stockbroking and investment house located in Perth, Western Australia that specialises in the natural resources sector. For further information on Argonaut please see http://www.argonautlimited.com.

The Company is pleased to have attracted an adviser of the quality of Argonaut as it moves to aggressively advance the Mrima Hill Niobium and Rare Earth Project in Kenya.

Pursuant to a financial advisory agreement dated September 1, 2011 between the Company and Argonaut, in consideration for the services provided by Argonaut, the Company has agreed to:

  1. pay to Argonaut a corporate advisory fee of between AUD$5,000 and AUD$15,000 per month payable in cash;
  2. pay to Argonaut a success fee payable upon the successful completion of each transaction (except for debt and equity financings) completed under the Agreement, which fees are to be paid in accordance with industry standards and negotiated in good faith between the Company and Argonaut;
  3. pay to Argonaut a capital raising fee equal to 5.0% of the gross proceeds received by the Company payable upon completion of an equity financing, and in the case of a debt financing, a capital raising fee equal to 0.5% of the aggregate value of a debt financing, payable upon the earlier of: (a) the execution by the lender of an unconditional commitment to advance funds to the Company; or (b) the drawdown by the Company of the funds; and
  4. issue to Argonaut Common Share Purchase Warrants (the "Warrants") which will entitle Argonaut to purchase up to 7,500,000 common shares (each a "Warrant Share") in the capital of the Company at an exercise price of CAD$0.85 per Warrant Share at any time until December 31, 2013. The Warrants will vest on the following basis: (a) 3,000,000 of the Warrants will vest upon execution of the Agreement; (b) an additional 1,500,000 Warrants will vest upon Argonaut assisting the Company in undertaking one or more capital raisings where the cumulative amount raised is in excess of AUD$5,000,000; (c) an additional 1,500,000 of the Warrants will vest upon Argonaut assisting the Company in undertaking one or more capital raisings where the cumulative amount raised is in excess of AUD$10,000,000; and (d) the balance of 1,500,000 of the Warrants will vest upon Argonaut assisting the Company in undertaking one or more capital raisings where the cumulative amount raised is in excess of AUD$15,000,000;

The Company may terminate the Agreement at any time and with immediate effect prior to the term of the Agreement, in which case if the termination occurs on or before three months from the date of the Agreement, the Company will pay to Argonaut AUD$50,000; and if the termination occurs after three months from the date of the Agreement, the Company will pay to Argonaut AUD$100,000, in each case plus any additional outstanding expenses but less the corporate advisory fees (if any) previously paid to Argonaut under the terms of the Agreement;

The engagement of Argonaut and the consideration to be paid to Argonaut, including the issuance of the Warrants, is subject to the acceptance of the TSX Venture Exchange.

Pacific Wildcat Resources President Mr. Darren Townsend said, "We look forward to working with Argonaut as we continue to grow the Company and achieve our strategic objectives. Argonaut are selective in their clients and their partnering with PAW is a major vote of confidence in the Company."

ON BEHALF OF THE BOARD OF DIRECTORS OF PACIFIC WILDCAT RESOURCES CORP.

Darren Townsend, President

Investors are cautioned that trading in the securities of Pacific Wildcat Resources Corp. should be considered highly speculative. Cautionary note: This press release contains forward looking statements, particularly those regarding cash flow, capital expenditures, work programs, the estimation of mineral resources and the Company's plans with respect to the exploration and development of its projects and its investment plans. By their nature, forward looking statements involve risk and uncertainties because they relate to events and depend on factors that will or may occur in the future. Actual results may vary depending upon exploration activities, industry production, commodity demand and pricing, currency exchange rates, and, but not limited to, general economic factors. There can be no assurance that the Company will be able to obtain a mining licence or any of the permits that are required in order to commence mining operations at the Mrima Hill Project.

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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