Pine Valley Mining Corporation

Pine Valley Mining Corporation

February 28, 2005 09:18 ET

Pine Valley Mining Corporation Announces $7,000,000 Treasury Offering and $6,562,500 Secondary Offering


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: PINE VALLEY MINING CORPORATION

TSX VENTURE SYMBOL: PVM
OTC Bulletin Board SYMBOL: PVMCF

FEBRUARY 28, 2005 - 09:18 ET

Pine Valley Mining Corporation Announces $7,000,000
Treasury Offering and $6,562,500 Secondary Offering

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Feb. 28, 2005) - NOT FOR
DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.

Pine Valley Mining Corporation (TSX VENTURE:PVM)(OTCBB:PVMCF) (the
"Company" or "Pine Valley") is pleased to announce that it has entered
into an agreement with Sprott Securities Inc. on behalf of itself and a
syndicate of underwriters (the "Underwriters") pursuant to which the
Underwriters have agreed to purchase 1,250,000 common shares from
treasury and 625,000 common share purchase warrants at a price of $5.60
(for aggregate gross proceeds to the Company of $7,000,000) and
1,250,000 common shares from control persons of Pine Valley Mining
("Selling Shareholders") at a price of $5.25 (for aggregate gross
proceeds to the Selling Shareholders of $6,562,500). Each common share
purchase warrant shall entitle the holder to purchase one common share
from treasury at a price of $6.25 for a period of 18 months from the
closing date. The Underwriters will have an option to purchase up to an
additional 250,000 common shares from treasury and 125,000 common share
purchase warrants at a price of $5.60 and 1,250,000 common shares from
the Selling Shareholders at a price of $5.25.

The treasury offering and the secondary offering are scheduled to close
concurrently on or about March 22, 2005 and is subject to certain
conditions including, but not limited to, satisfactory due diligence and
the receipt of all necessary approvals including the approval of the TSX
Venture Exchange.

In addition, certain executives of the Company intend to sell up to an
aggregate of 750,000 common shares of the Company through the facilities
of the TSX Venture Exchange.

This press release is not an offer of the securities for sale in the
United States. The securities offered have not been registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption from
the registration requirements.

PINE VALLEY MINING CORPORATION

"Graham Mackenzie"

Graham Mackenzie

President and Chief Executive Officer

CAUTIONARY STATEMENT

This news release contains certain "forward looking statements", as
defined in the United States Private Securities Litigation Reform Act of
1995, that involve a number of risks and uncertainties including but not
limited to economic, competitive, governmental and geological factors
effecting the Company's operations, markets, products and prices and
other risk factors. There can be no assurances that such statements will
prove to be accurate and actual results and future events could differ
materially from those anticipated in such statements. Factors that could
cause future results to differ materially from those anticipated in
these forward-looking statements include the Company's dependence on the
steel industry, volatility in coal prices, accidents and other risks
associated with mining operations, the Company's need for and
availability of additional financing, the restrictions imposed under the
Company's existing debt arrangements and its debt service requirements
and the other risk factors discussed in greater detail in the Company's
various filings with the Securities and Exchange Commission and Canadian
securities regulators, including the Company's Form 20-F dated September
28, 2004.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Pine Valley Mining Corporation
    Graham Mackenzie
    President & CEO
    (604) 682-4678
    Vancouver, British Columbia, Canada
    gmackenzie@pinevalleycoal.com
    or
    Pine Valley Mining Corporation
    Mark Fields
    Executive Vice President
    (604) 682-4678
    Vancouver, British Columbia, Canada
    mfields@pinevalleycoal.com
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this release.