Pitchstone Exploration Ltd.

Pitchstone Exploration Ltd.

November 02, 2006 08:15 ET

Pitchstone Announces Proposed $4,180,000 Private Placement of Flow-Through Common Shares

TORONTO, ONTARIO--(CCNMatthews - Nov. 2, 2006) - Pitchstone Exploration Ltd. (TSX VENTURE:PXP) -

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.

Pitchstone Exploration Ltd. (TSX VENTURE:PXP) announced today that it has entered into an agreement with Wellington West Capital Markets Inc. and Dundee Securities Corporation (together, the "Underwriters") to complete a bought deal private placement financing to raise $4,180,000. Pursuant to the engagement agreement with the Underwriters, the offering will be comprised of 2,200,000 Flow-Through Common Shares (the "Flow-Through Shares") to be issued at a price of $1.90 per Flow-Through Share. The Underwriters will endeavour to arrange for substituted purchasers for the Flow-Through Shares prior to closing.

The closing of the sale of the Flow-Through Shares is expected to occur on or about November 21, 2006 and is subject to receipt of all necessary regulatory approvals including that of the TSX Venture Exchange.

Proceeds of the offering will be used to fund ongoing exploration on the Company's uranium properties in the eastern Athabasca Basin, Saskatchewan and in the Hornby Bay Basin, Nunavut and Northwest Territories. The Company will ensure that the gross proceeds of the offering will be used to incur Canadian Exploration Expenses for purposes of the Income Tax Act (Canada). Such expenses will be renounced with an effective date of no later than December 31, 2006.

The Company has agreed to pay the Underwriters a commission of 6% of the gross proceeds of the Offering and issue broker warrants to the Underwriters entitling them to purchase common shares of the Company in an amount equal to 6% of the number of Flow-Through Shares sold under the private placement at an exercise price of $1.90 per common share at any time until the first anniversary of the closing of the offering.

The securities issued pursuant to the offering will be subject to resale restrictions for a period of four months following the closing date.

About Pitchstone

Pitchstone is an aggressive uranium exploration company with eight projects in the eastern Athabasca Basin, Saskatchewan, five projects in the Hornby Bay Basin, Nunavut and NWT, and an exploration partnership with Cameco and Motapa Diamonds in the Franceville Basin, Gabon.

On behalf of the Board,

E.A.G. (Ted) Trueman, CEO and Director

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

Contact Information

  • Pitchstone Exploration Ltd.
    Ted Trueman
    (604) 630-5563
    Website: www.pitchstone.net
    Blueprint Investor Relations Consulting
    Dan Barnholden
    (416) 625-2334