RAB SPECIAL SITUATIONS (MASTER) FUND LIMITED

Pacifica Resources Ltd.

Pacifica Resources Ltd.

July 07, 2005 14:26 ET

RAB Special Situations 'Master' Fund Limited/Pacifica Resources Limited-Announcement

LONDON, UNITED KINGDOM--(CCNMatthews - July 7, 2005) - RAB Special Situations (Master) Fund Limited ("Special Situations") announces that Special Situations and William Philip Seymour Richards ("Philip Richards") (collectively the "Subscribers"), respectively subscribed for a total of 6,000,000 and 1,000,000 special warrants (the "Special Warrants") of Pacifica Resources Limited (PAX-VN) (the "Issuer") at a price of Cdn.$0.20 per Special Warrant (the "Private Placement"). Each Special Warrant is convertible at no additional cost into one (1) unit (a "Unit"). Each Unit consists of one (1) common share (a "Share") of the Issuer and one half of one (1/2) share purchase warrant (a "Warrant") of the Issuer. Each whole Warrant entitles Special Situations to acquire one (1) additional Share of the Issuer (a "Warrant Share") at a price of Cdn.$0.25 per Warrant Share up to 4:00 p.m. (Vancouver time) on June 25, 2007. The transaction took place off the market by way of private placement and closed on June 25, 2005.

Special Situations and Philip Richards have ownership of and control over the securities they purchased in the Private Placement. The purchased securities respectively represent approximately 20.99% and 4.24% of the issued and outstanding Shares on a partially diluted basis (assuming exercise of any convertible securities) ("Partially Diluted Basis").

Immediately after the Private Placement, Special Situations owned 2,097,009 Shares and 6,000,000 Special Warrants, representing approximately 25.87% of the issued and outstanding Shares on a Partially Diluted Basis and Philip Richards, who may be considered a joint actor with Special Situations, owned 300,000 Shares and 1,000,000 Special Warrants, representing approximately 5.09% of the issued and outstanding Shares on a Partially Diluted Basis.

The Subscribers purchased securities for investment purposes only and not with the purpose of influencing the control or direction of the Issuer. Special Situations together with joint actors, if any, may, subject to market conditions, make additional investments in or dispositions of securities of the Issuer in the future, including additional purchases of Shares. However, Special Situations and its joint actors, if any, do not intend to acquire 20% or more of any class of the outstanding voting or equity securities of the Issuer.

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

Contact Information

  • RAB Special Situations (Master) Fund Limited
    Mr. Neil Warrender
    (44) 20-7389-7000
    (44) 20 7389 7054 (FAX)
    nw@rabcap.com