RAB Special Situations (fka RAB)

[Ed Monton]

Jilbey arranges 2.2-million-unit private placement

2004-05-13 11:58 ET - News Release

JLB

Mr. Neil Warrender of RAB reports

Each of RAB Special Situations LP and William Philip Seymour Richards have entered into a separate subscription agreement with Jilbey Gold Exploration where the subscribers subscribed for a total of 2.2 million units of the company, at a price of 45 cents per unit. Each unit consists of one common share of the company and one-half of one share purchase warrant. Each warrant entitles the subscribers to purchase one share for a period of 18 months after closing at a price of 60 cents per share. The transactions took place off the market by way of private placement.

The subscribers may be considered joint actors. As part of the private placement, Special Situations acquired two million units (representing approximately 13.8 per cent of the issued and outstanding shares on a partially diluted basis assuming exercise of its warrants) and Mr. Richards acquired 200,000 units (representing approximately 1.44 per cent of the issued and outstanding shares on a partially diluted basis). Each of the subscribers has ownership of and control over the securities purchased in the private placement.

Immediately after the private placement, Special Situations will own two million shares and one million warrants and Mr. Richards will own 200,000 shares and 100,000 warrants, collectively representing approximately 15.11 per cent of the issued and outstanding shares on a partially diluted basis.

The subscribers purchased units for investment purposes only and not with the purpose of influencing the control or direction of the company. Special Situations and Mr. Richards together with joint actors, if any, may, subject to market conditions, make additional investments in or dispositions of securities of the company in the future, including additional purchases of shares. Special Situations and Mr. Richards together with joint actors, if any, do not, however, intend to acquire 20 per cent of any class of the outstanding voting or equity securities of the company.