Providence Resources Inc (PVRS)

[Cody4]

On April 20, 2006, the Company commenced an equity financing of up to $10,000,000. The offering consisted of $6.00 units; each unit is comprised of 10 common shares and 5 common share purchase warrants. The warrants are exercisable at $1.00 for a period of 3 years from the date of grant. We offered the shares pursuant to an exemption from registration provided by Regulation D, Rule 506, for shares sold in the United States to accredited investors, and an exemption from registration provided by Regulation S for shares sold abroad. The Company agreed to pay brokers a commission on proceeds from the offering of 6½% in cash and 5% in purchase warrant coverage at a purchase price of $0.72. The Company proposes to use the proceeds from the offering in the following estimated amounts: $6,450,000 for oil and gas exploration and development costs, $850,000 for general working capital, $425,000 for finders' fees, $350,000 for salaries and consulting fees, and $30,000 for legal and transfer agent fees. Actual expenditures of the proceeds of the offering may differ substantially from the estimated use of proceeds. The Company closed the financing on July 21, 2006, having raised $8,112,954.