Pitchstone Exploration Ltd.

Pitchstone Exploration Ltd.

December 18, 2006 08:28 ET

Pitchstone Announces Secondary Offering

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Dec. 18, 2006) -

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) ("Pitchstone" or the "Company") announced today that certain shareholders of the Company (the "Selling Shareholders") have entered into an agreement with a syndicate of Underwriters led by Wellington West Capital Markets Inc. and Toll Cross Securities Inc. and including Dundee Securities Corporation (together, the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis from the Selling Shareholders, 2,084,000 common shares of Pitchstone at a price of $2.40 per share, for aggregate gross proceeds of approximately $5 million (the "Secondary Offering"). The Underwriters will endeavour to arrange for substituted purchasers for the common shares prior to closing. The Underwriters have also been granted the option to sell up to an additional 916,000 common shares for additional proceeds of up to approximately $2.2 million. Pitchstone will not receive any proceeds from the Secondary Offering.

The Secondary Offering will be effected pursuant to prospectus exemptions under applicable securities law and is expected to close on or about January 11, 2007. Closing of the Secondary Offering is subject to receipt of all necessary regulatory approvals. The common shares purchased pursuant to the Secondary Offering will be subject to resale restrictions for a period of four months following the closing date.

The Selling Shareholders, comprising the five directors of the Company, currently own or beneficially control approximately 11.2 million shares of Pitchstone, representing approximately 39.3% of the Company's issued and outstanding common shares. Upon closing of the Secondary Offering, the Selling Shareholders will own approximately 28.8% of Pitchstone's common shares, assuming the Underwriters exercise their option. Included among the Selling Shareholders is Pitchstone's President and CEO Ted Trueman, who currently owns approximately 5.8 million common shares, or 20.6% of the Company's issued and outstanding common shares. Mr. Trueman intends to sell approximately 1.6 million shares under the Secondary Offering.

About Pitchstone

Pitchstone is actively exploring for uranium in three proven districts. The property portfolio features eight projects in the eastern Athabasca Basin, Saskatchewan, five of which are joint ventured with sxr Uranium One Inc., with the other three being 100% owned. In addition, there are five joint venture projects with Triex Minerals in the Hornby Bay Basin, Nunavut and NWT, and an exploration partnership with Cameco and Motapa Diamonds in the Franceville Basin, Gabon. Pitchstone has a unique group of geologists with extensive uranium exploration and production experience.

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