Pacific Wildcat Resources Corp.
NEX BOARD : PAW.H

Pacific Wildcat Resources Corp.

April 18, 2008 14:19 ET

Pacific Wildcat Resources Corp.: Definitive Agreement Signed

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 18, 2008) - Pacific Wildcat Resources Corp. (NEX:PAW.H) ("PAW" or the "Company") is pleased to announce the signing of a Definitive Agreement, dated for reference April 16, 2008, with Bolan Holdings Limited ("Bolan"), an arm's length private company incorporated in the Seychelles, whereby PAW will acquire from Bolan all of the issued capital of Tantalum Mineracao e Prospeccao Limitada ("TMP"), a Mozambican company that owns certain mining leases and related assets in Mozambique.

Bolan is owned by Perine Assets Corporation, a private British Virgin Isles incorporated company.

As previously advised (see Press Release Titled "A NEW TANTALUM RESOURCES COMPANY" dated October 12th, 2007) the Company is currently without active business operations and in recent years has been focusing on seeking out a suitable asset or business to acquire for the purpose of re-commencing active operations with a view to increasing shareholder value. It is expected that the transaction will constitute a reverse takeover ("RTO") under the policies of TSX Venture Exchange (the "Exchange") and will be the basis for the Company graduating from the NEX board to the main board of the Exchange. Upon completion of the transaction, the Company will be in the business of mineral exploration and development with an initial focus on the exploration and development of the TMP mining leases.

ASSETS TO BE ACQUIRED

TMP's 310 square kilometre project area is situated in north-eastern Mozambique along a band of pegmatite rocks which have historically been the subject of tantalum production and exploration. TMP's leases cover several tantalum occurrences including the currently dormant Muiane Mine and seven other previously mined areas. None of the leases have been subject to modern exploration techniques; however, the areas of previous mining activity provide delineated exploration targets, both near surface and at depth. RSG Global has completed a National Instrument 43-101 compliant technical report on the property interests and historical resources on the property interests.

In addition to the leases, TMP's assets include camp facilities, plant and equipment, and some preliminary site construction at Muiane.

TERMS OF AGREEMENT

There have been some changes to the final terms of the Agreement from those outlined in the media release dated the 12th October 2007 discussing the Letter of Intent (LOI).

Under the agreement and subject to certain conditions precedent, the consideration payable to Bolan to acquire TMP is as follows:

(a) On closing, a cash payment of US$2.0m and the issuance to Bolan of 9,262,410 shares in PAW; and

(b) A commitment by PAW to complete 6,000m of drilling on exploration of the leases within 18 months of closing (with 1,500m having to be completed by November 30 2008); and

(c) In the event that within 18 months of closing, independent verification is received that the quantity of recoverable pounds of tantalum (Ta2O5) on the leases is greater than the existing recoverable pounds of tantalum (agreed as 338,020 pounds Ta2O5) PAW will be required to issue up to an additional 7.5m shares to Bolan. The number of shares issued is tied to the quantity of additional recoverable pounds of tantalum identified (for the issue of 7.5m shares the quantity of recoverable pounds of tantalum must increase by more than 300% from the existing recoverable pounds). PAW will have the right, at its sole discretion, to pay cash (at a rate of US$0.35 per share) to Bolan in lieu of the issuance of up to 20% of the additional shares that it may be required to issue.

The condition precedents include the completion by PAW of a majority arms length financing on a private placement basis that will result in gross proceeds to PAW of a minimum of US$4m and maximum of US$6m, final confirmation of the mining licences being in good standing, approval of PAW's shareholders and regulatory acceptance.

COMPANY STRATEGY POST CLOSURE

Upon completion, the transaction with Bolan will position PAW as a new tantalum resource explorer with ownership of a significant ground position in Mozambique containing areas of historic tantalum mining and defined exploration targets. Mozambique is one of the fastest growing and more secure of the African economies driven primarily by large resource developments such as BHP Billiton's Mosul and Corridor Sands projects and CVRD's Moatize coal project.

The Company's strategy will be to aggressively explore delineated targets on the TMP leases with the objective of increasing the existing resource base to a level sufficient to support a five year production plan, at a minimum. Work has already commenced on planning the first drilling program on the numerous walk up drill targets with drilling expected to commence within three months of closing.

In order to facilitate achievement of the Company's strategy, PAW has brought together an outstanding management team who have substantial financial and mining industry experience, some with particular expertise in the tantalite sector.

Longer term, the Company intends to become a major mine supplier to the tantalum market, building out from an operating base in Mozambique.

THE TANTALUM MARKET

The mineral tantalite is used in a wide range of electronic devices to regulate power in circuit boards. It is extensively used in modern appliances such as mobile phones and computers. Tantalite also has applications as an alloy to strengthen and provide heat and corrosion resistance.

The supply side of tantalum market is characterised by the exhaustion of the United States strategic stockpile sales, few mines of scale and a lack of new mine developments. The demand side is characterized by few processors of tantalite concentrates and numerous electronic and metals fabricators of tantalum metal.

TRANSACTION PROCESS

The Company will immediately commence fundraising activities and work with its advisers to satisfy all conditions precedent and to comply with all regulatory requirements and approvals. The aim is to complete the fundraising and close the transaction prior to the end of June 2008.

BOARD OF DIRECTORS AND MANAGEMENT

Subject to completion of the transaction, the Board of Directors of the Company will be reconstituted and a new management team put in place.

Mr. Peter Lalor will retire as Chairman and non-executive Director. Mr Terry Lyons will be appointed as Non Executive Chairman in conjunction with the completion of the transaction. Mr. Lyons, B. Appl. Sc. (Civil Engineering) and MBA, has over 33 years experience in the natural resource, manufacturing, real estate, merchant banking and corporate restructuring activities. He is currently Chairman of Northgate Minerals Corporation and a Director of Canaccord Capital Inc., Polaris Minerals Corporation and a number of other public and private corporations. Mr. Lyons is past Chair of the Mining Association of British Columbia and serves on the Advisory Board of the Ivey School of Business at the University of Western Ontario. In 2007 he was awarded the Inco Medal for Service to the Mining Industry by the Canadian Institute of Mining and Metallurgy.

Mr. Darren Townsend, an Australian mining engineer with 15 year's industry experience, will be appointed President and Chief Executive Officer. Darren was previously Mine Manager at the Wodgina tantalum mine in Western Australia - currently the largest producing tantalite mine in the world. Until recently, he was the Managing Director of an Australian based junior exploration company.

Mr. David Paull, an Australian chartered accountant, will become a non-executive Director. David spent many years as the Executive General Manager - Marketing and Business Development with Sons of Gwalia Ltd., then the world's largest tantalite producer. He is currently a Principal of Perth based LVR Fund Pty Ltd., a private investment company, and Retyre Services.

Mr. Rakesh Garach and Mr. Yunis Shaik will join the Board as non-executive Directors representing Bolan.

Mr. Garach, a South African chartered accountant, is a former Chief Operating Officer of Deutsche Bank in South Africa as well as former partner with Ernst and Young in South Africa.

Mr. Yunis Shaik, a South African lawyer, specializes in labour relations. His experience includes an appointment as a Senior Commissioner on the South African Commission for Conciliation, Mediation and Arbitration from 1999 to 2001.

Bolan will also appoint a third director to the board once a suitable candidate has been identified.

Mr. Brian Flower, a Canadian mining industry executive, will step down as President and Chief Executive Officer but continue as a non-executive Director. Brian, who has served as an officer and director of PAW for 13 years, is a Principal of Vancouver based advisory firm Trio International Capital Corp., Executive Chairman of White Mountain Titanium Corporation, President of Orsa Ventures Ltd. and a Director of Aurcana Corporation.

Mr. Chris Lalor, an Australian lawyer who has also served with PAW for 13 years, will continue as a non-executive Director. Chris has extensive legal and commercial experience in the mining industry, including the tantalum sector.

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

Brian Flower, President

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Pacific Wildcat Inc. should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Pacific Wildcat Resources Corp.
    Brian Flower
    President
    (604) 669-8985
    (604) 669-4776 (FAX)
    Website: www.pacificwildcat.com