Pacific Wildcat Resources Corp.

Pacific Wildcat Resources Corp.

January 28, 2011 09:19 ET

Pacific Wildcat Resources Corp.: Update on Mrima Hill Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 28, 2011) -


Pacific Wildcat Resources Corp. (TSX VENTURE:PAW) ("PAW" or the "Company") is pleased to announce further to the Company's news release dated July 23, 2010, "PAW Enters into Conditional Purchase Agreement with the Right to Acquire the Majority of a Large Scale Niobium/Rare Earth Metal Project", the Company's due diligence process is now substantially complete subject to the receipt of one final UK government regulatory approval. This approval is expected to be received in the first two weeks of February and, subject to the receipt of final acceptance from the TSX Venture Exchange, the Company now expects the Initial Closing to take place on or around the 18th February 2011.

In recognition of the length of time to complete the due diligence process and the increase in the price of rare earth minerals since the definitive agreement for the acquisition was signed in July 2010, the Company and the Vendors have signed an Amendment Agreement dated the 21st January 2011 and have agreed to the following material changes to the Conditional Purchase Agreement ("CPA") – for background on the CPA please see the Company's news release dated July 23, 2010, "PAW Enters into Conditional Purchase Agreement with the Right to Acquire the Majority of a Large Scale Niobium/Rare Earth Metal Project",

1. Under the terms of the CPA the Company agreed to pay to the Vendors the sum of AUS $1,128,000, the entire amount of which shall be used to complete a prescribed exploration program on the Project (the "Exploration Program") which includes not less than 1,500 metres of reverse circulation drilling on the Project, and issue to the Vendors 5,000,000 common shares in the capital of the Company (the "Initial Shares"), in consideration for which the Company will receive a 7% interest in each of the two UK companies being acquired (the "Initial Interest") which own an aggregate of a 70% interest in the Mrima Hill property in Kenya.

It was agreed that the Initial Shares and the Initial Interest would be held in escrow pending the completion of the Exploration Program and verification of the resource on the Kenyan property and the Company having completed equity financing/s for aggregate gross proceeds of not less than AUS $3,500,000. In the event that the Resource Condition and/or Financing Condition is not satisfied or waived, PAW has the right to terminate the CPA with the Initial Shares being returned to PAW for cancellation and the Initial Interest being returned to the Vendors.

Under the terms of the Amendment Agreement, the parties agreed to revise the escrow conditions of the Initial Shares, such that instead of all 5,000,000 of the Initial Shares being held in escrow, an aggregate of 2,000,000 shares will be held in escrow together with the Initial Interest, and an aggregate of 3,000,000 of the Initial Shares will not be subject to escrow. All of the Initial Shares will be subject to a 4 month and one 1 day hold period in accordance with applicable Canadian securities laws.

2. The Amendment Agreement also extends the date of the Initial Closing to February 18, 2011, or such later date as may be agreed to by the parties.

The residual tranche of the financing with Macquarie Private Wealth Inc, as originally announced in the press release titled "Letter of Engagement signed with Macquarie Private Wealth" dated July 23, 2010 remains in place and is fully subscribed and is intended to close concurrent with the Initial Closing of the Acquisition.

PAW's President Mr Darren Townsend commented, "Whilst it is frustrating that we are being delayed by one final UK regulatory approval all other due diligence is now substantially completed. We are confident we will receive the final regulatory approval and upon initial closing we look forward to processing the assays from the already completed due diligence drilling program and planning is already underway for the next phase of deeper drilling at Mrima Hill, which, subject to drill rig availability, is planned to commence prior to the end of March."


Darren Townsend, President

Caution Regarding Forward-Looking Statements – This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include unsuccessful exploration results, changes in metal prices, changes in the availability of funding for mineral exploration and development, unanticipated changes in key management personnel and general economic conditions. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, oral or written, made by itself or on its behalf.

Neither the 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.

Contact Information

  • Pacific Wildcat Resources Corp.
    Darren Townsend
    250 768-0020 (FAX)