Pacific Wildcat Resources Corp.

Pacific Wildcat Resources Corp.

June 30, 2011 12:57 ET

PAW Signs Extension Agreement for Mrima Hill

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 30, 2011) - Pacific Wildcat Resources Corp. (TSX VENTURE:PAW) ("PAW" or the "Company") would like to announce the execution of an Extension Agreement (the "EA") for the Acquisition (the "Acquisition") of the 70% indirect ownership of private Kenyan company Cortec Mining Kenya ("CMK"). As announced in a press release dated June 9th 2011 and titled "PAW Shareholder Update" one of the Conditions Precedent to Final Closing of the Acquisition is to obtain a Mining Licence over the Mrima Hill deposit by the 30th June 2011 (for further details refer to press release dated 23rd July 2010 and titled "PAW enters into conditional purchase agreement with the right to acquire the majority of a large scale Niobium/Rare Earth metal project"). As this will not be achieved by June 30, 2011, the Company and Finebrook Investments Pty Ltd, as trustee for the O'Sullivan Superannuation Fund ("O'Sullivan Fund"), Stirling Capital Limited ("Stirling"), Dunross Capital Ltd ("Dunross") and Cortec (Pty) Ltd. ("Cortec UK") (collectively the "Owners") have agreed to extend the term of the acquisition agreement (the "Agreement"). Overall the total consideration for the purchase has not changed but the timing of the payments has been extended to allow the parties more time to obtain the next form of tenure for the property and for further exploration and metallurgical work to be conducted on the Mrima Hill property.

Key Terms of the EA which are subject to acceptance of the TSX Venture Exchange are as follows:

Extension until 3rd January 2012

  1. PAW to pay to the Owners an aggregate of 750,000 Australian Dollars ("A$") in cash and issue 4,000,000 common shares on the later of July 4, 2011 or five Business Days of the date of TSXV acceptance to such issuance.
  2. PAW pay to the Owners an aggregate of A$1,250,000 in cash on or before July 29, 2011.
  3. PAW pay to the Owners A$500,000 by the later of July 30, 2011 or five business days of the date of acceptance by the TSXV a further non-refundable Work Advance for funds to be used on the advancement of the Mrima Hill Project to: (a) complete an Environmental Impact Assessment Study on the Project; (b) undertake further drilling and assaying on the Project; and (c) submit an application for the Mining Licence.

The above cash payments and issuance of common shares will be deducted from the common shares and cash payment to be paid by PAW to the Owners under the original agreement on Closing. The initial extension is for the period until the 3rd January 2012 and at any time prior to that date PAW has the option to terminate the transaction on notice and without further payment to the Owners.

Extension until Closing

Subject to PAW electing not to terminate the Agreement on or before the 3rd January 2012, PAW pay to the Owners an aggregate of an additional A$2,500,000 in cash and issue to the Owners an additional 5,000,000 common shares which cash payments and issuance of common shares will be deducted from the common shares and cash payment to be paid by PAW to the Owners on the final Closing.

Upon receipt of the Mining Licence or extension of the Special Prospecting Licence and meeting the other closing conditions, the parties shall complete the Acquisition through the issue of the balance of shares and the balance of cash due on the final Closing which are currently calculated at approximately 19,702,353 common shares and A$11,025,437 (based on an exchange rate of CDN $ 1.03 = AUS $ 1.00), such amounts are subject to adjustment in accordance with the Acquisition Agreement and fluctuations in the exchange rate prevailing between A $ and CDN $ at closing.

At Closing, the Company shall receive the remaining 93% interest that it does not own in each of Stirling and Cortec UK such that the Company will then hold a 100% interest in each corporation. The Owners shall be entitled, at this time, to nominate a Director to the Board of Directors of the Company.

The number of Closing Shares shall be limited such that when aggregated with the Initial Shares (5 million shares already owned by the Owners), the Owners will not collectively hold greater than 19.9% of the post-closing non-diluted number of issued and outstanding common shares of PAW. In the event that the number of Closing Shares is required to be reduced to less than 28,702,353 PAW Shares to comply with this limitation, the Owners shall be paid the difference in cash. This cash payment shall be separate and apart from the Closing Cash Payment.

As previously reported the remaining 30% of CMK is the subject of an ongoing legal dispute. A further Court hearing on the matter is scheduled for the 8th of July 2011. This 30% interest is not part of the 70% interest that is held by the Owners that PAW has contracted to acquire under the Agreement and PAW is not a party to these legal proceedings.

The Mrima Hill Project

The Mrima Hill Project is located in the southeast of Kenya and is 70 kilometres south of Mombasa, the largest port in East Africa. The ground area covered by the Mrima Hill licences is 1,180 sq. km. Mrima Hill has a target niobium mineralisation based on historic data consisting of 40 to 50M tonnes grading 0.7% - 0.8% Nb2O5 (based on a cut-off grade of 0.2% Nb2O5) with a high grade component of 10 to 15M tonnes at a grade of 1.2% - 1.45 % Nb2O5. (Based on a cut-off grade of 1.0% Nb2O5). In addition a large Rare Earth Oxide mineral deposit is located coincidently and in close proximity to the Niobium deposit at Mrima Hill. Binge FW (1955) reports a total of 32 million tonnes of mineralisation at 3.1% REO in the surface weathered profile down to approximately 8m depth (for further details refer to press release dated 23rd July 2010 and titled "PAW enters into conditional purchase agreement with the right to acquire the majority of a large scale Niobium/Rare Earth metal project").

Note that the potential quantities and grades of the above estimates are conceptual in nature, and there is insufficient exploration to date to define a mineral resource and therefore it is uncertain if further exploration will result in the target being delineated as a mineral resource. A "qualified person" as defined under National Instrument 43-101 has not completed sufficient work to classify the above mentioned historical estimate as a current mineral resource. The Company is not treating the historical estimate as a current mineral resource. The historical estimate is not compliant with NI 43-101 and should not be relied upon. The rare earth and niobium mineralized zones partially overlap and most of the historic work has focused to depths of less than 10 m from surface creating the opportunity for substantial mineralisation at depth.

Closing Comments

PAW's President Mr. Darren Townsend commented "The signing of the extension is a significant milestone as PAW moves forward with the Mrima Hill Project. It is a great result in terms of the additional time it gives the Company to further evaluate the deposit with additional drilling and metallurgical work as well as deferring the majority of the closing consideration until such time as the next licence for the property is in place. The Company continues to be active on a number of other fronts and expects to release a Niobium National Instrument 43-101 resource estimate within the next week. Diamond drilling continues in earnest on site with a total of 511 metres and 5 holes having been completed to date."



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 and 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. Resource estimates, unless specifically noted, are considered speculative. The Company intends to file a NI 43-101 report on the Mrima Hill property to confirm the historical resource estimate as soon as the information is available. All the niobium and rare earth estimates of historic resources predate and are therefore non-compliant with National Instrument 43-101 ("NI 43-101") reporting standards and should not be relied upon. The Company is not treating the historical estimates as current mineral resources or reserves. The Company has not undertaken any independent investigation of the historic resource estimates nor has it independently analysed the results of the previous exploration work in order to verify the resources and therefore the historical estimates should not be relied upon. The Company believes that these historical resource estimates provide a conceptual indication of the potential of mineral occurrences within the project and are relevant to ongoing exploration. The Company intends to confirm the historic resource estimates through drilling as soon as possible.


Qualified Person: Timothy David Major, BSc, MSc – Geology and Mineral Exploration. MAusIMM. Qualified person under NI 43‐101, and as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' has reviewed the scientific and technical data and exploration data relating to the Mrima Hill Project contained in this news release and consents to its release.

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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