Patent Enforcement and Royalties Ltd.

Patent Enforcement and Royalties Ltd.

March 23, 2005 09:29 ET

PEARL Announces Closing of Financing


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: PATENT ENFORCEMENT AND ROYALTIES LTD.

TSX VENTURE SYMBOL: PAL

MARCH 23, 2005 - 09:29 ET

PEARL Announces Closing of Financing

TORONTO, ONTARIO--(CCNMatthews - March 23, 2005) - Patent Enforcement
and Royalties Ltd. (TSX VENTURE:PAL) ("PEARL" or the "Company") is
pleased to announce that it has closed the brokered private placement of
13,833,667 Non-Flow-Through Purchase Receipts at a price of C$0.60 and
3,076,715 Flow-Through Purchase Receipts at a price of C$0.65 that was
announced on February 23, 2005 for gross proceeds of C$10,300,064.95.
Each Non-Flow-Through Purchase Receipt is exchangeable into one Unit.
Each Unit will consist of one common share and one-half of one
transferable common share purchase warrant. Each whole warrant will have
an exercise price of $0.70 and will have a term of 2 years. The
Non-Flow-Through Purchase Receipts will be automatically exchanged for
Units without payment of any additional consideration on a one for one
basis after the four month hold period from the Closing Date, provided
the Escrow Conditions (see February 23, 2005 Press Release) have been
satisfied. Each Flow-Through Purchase Receipt is exchangeable into one
flow-through common share. The Flow-Through Purchase Receipts will be
exchanged for flow-through common shares without payment of additional
consideration on a one for one basis after the four month hold period
from the Closing Date, provided the Escrow Conditions have been
satisfied. The Purchase Receipts issued on this financing are subject to
a four month hold period expiring on July 23, 2005. The proceeds of this
financing, net of estimated expenses, are being held by an escrow agent
and invested in approved interest-bearing instruments pending
satisfaction of the Escrow Conditions. If the Escrow Conditions are not
satisfied, the Purchase Receipts will be re-purchased by the Company for
their initial purchase price plus accrued interest.

The Purchase Receipts were distributed through an agents syndicate led
by Canaccord Capital Corporation and including Toll Cross Securities
Ltd., First Associates Investments Inc. and Haywood Securities Inc.

The agents received 1,691,038 Agents Warrants being 10% of the aggregate
number of Non Flow-Through Purchase Receipts and Flow-Through Purchase
Receipts sold and will be paid a commission of 7% of the gross proceeds
of the offering being C$721,004.55 paid at the time of the release of
the escrowed proceeds. Each Agents' Warrant will be exerciseable to
acquire one common share at an exercise price of $0.70 for two years
from Closing.

The private placement is subject to TSX Venture Exchange approval.

Provided the Escrow Conditions are satisfied, the proceeds of the
private placement will be used for the acquisition of the Yorke Hardy
Property (see press releases of November 22, 2004, January 18, 2005 and
January 20, 2005), for the initial exploration program on the property,
and to provide the Company with funds to further advance the project.

To find out more about Patent Enforcement and Royalties Ltd. (TSX-V:
PAL), visit our website at www.pearlltd.com.

Completion of the acquisition of the Yorke Hardy Property (the
"Transaction") is subject to a number of conditions, including but not
limited to, Exchange acceptance and disinterested Shareholder approval
of the Company's Change of Business. 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 Change Of Business, any
information released or received with respect to the Change Of Business
may not be accurate or complete and should not be relied upon. Trading
in the securities of PEARL should be considered highly speculative.

Shares outstanding: 23,259,000

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Patent Enforcement And Royalties Ltd.
    Ian McDonald
    C.E.O. and Chairman
    (416) 860-1438
    www.pearlltd.com
    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.