Pine Valley Mining Corporation
OTC Bulletin Board : PVMCF

Pine Valley Mining Corporation

November 16, 2005 08:22 ET

Pine Valley Mining Corporation Announces Proposed Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 16, 2005) -


Pine Valley Mining Corporation (TSX VENTURE:PVM)(OTCBB:PVMCF) is pleased to announce that it has engaged a syndicate of agents led by RBC Capital Markets ("RBC") and including Salman Partners Inc. and Sprott Securities Inc., to arrange a private placement (the "Offering") of units (the "Units") with a target closing date for the Offering in November 2005. Each Unit will consist of one common share and one-half common share purchase warrant. The Company currently seeks to raise approximately CDN$15 million through the Offering. The Company expects to use the proceeds from the Offering to provide working capital to support its current operations and to fund completion of its expansion plans.

The Offering is subject to certain conditions including, but not limited to, satisfactory due diligence, the execution of a definitive agency agreement with RBC and the receipt of all necessary approvals, including the approval 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 exemption from the registration requirements. Any public offering of the securities to be made in the United States will be made by means of a prospectus that may be obtained from Pine Valley and that will contain detailed information about the company and management, as well as financial statements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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 affecting 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 30, 2005.


Graham Mackenzie, President and Chief Executive Officer

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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