RAB Special Situations (fka RAB)

[Tackler]

Inca Pacific shares obtained by RAB and Richards

2004-08-26 17:18 ET - News Release

Mr. Neil Warrender of RAB Special Situations L.P.reports

RAB SPECIAL SITUATIONS L.P./INCA PACIFIC RESOURCES INC. -- ANNOUNCEMENT

Inca Pacific Resources Inc. has entered into separate subscription agreements with RAB Special Situations L.P. and William Philip Seymour Richards, where the subscribers subscribed for a total of 16,625,000 units of the company, at a price of 10 cents per unit. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the subscribers to purchase one share for a period of two years at a price of 15 cents per share.

As part of the private placement, Special Situations and Mr. Richards acquired 16 million units and 625,000 units, respectively, at a price of 10 cents per unit, representing a total of approximately 30 per cent of the issued and outstanding common shares of the company on a partially diluted basis (assuming exercise of their warrants). Each subscriber has ownership of and control over the securities purchased in the private placement.

Immediately after the private placement, the subscribers owned a total of approximately 32 per cent of the issued and outstanding common shares of the company 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. The subscribers and/or their 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. The subscribers and/or their joint actors, if any, do not intend to acquire more than 20 per cent of any class of the outstanding voting securities of the company.