RAB Special Situations (fka RAB)

[Tackler]

PAX Pacifica 10.92-million-share private placement

2005-07-13 16:15 ET - Private Placement

The TSX Venture Exchange has also accepted for filing documentation with respect to Pacifica Resources Ltd.'s brokered private placement announced May 3, 2005, and June 8, 2005.

Shares: 10,925,000 flow-through shares; 13.65 million special warrant units

Purchase price: 20 cents per flow-through share; 20 cents per special warrant unit

Special warrants: Each special warrant shall automatically convert into units upon the closing of the Howard's Pass option agreement. Each unit will consist of one non-flow-through share and one-half of a non-flow-through common share purchase warrant exercisable for a two-year period at a price of 25 cents per share.

Placees: 54 placees

Insiders: Harlan D. Meade 75,000 f/t; RAB Special Situations Master Fund Ltd. six million s/w; Phillip Richards one million s/w

Pro groups: Bernhard Hensel 75,000 f/t; Robert Sellars 100,000 f/t; John Panneton 125,000 f/t; Michael A. Reid 100,000; f/t Stephen L. Sandler 100,000 f/t

Agents: Paradigm Capital Inc., Salman Partners Inc. and Dundee Securities Corp.

Commission: 7-per-cent cash commission in the amount of $344,050 and 10 per cent in compensation options exercisable at a price of 20 cents for a two-year period to purchase 2,457,500 units with the same terms as the special warrants or non-flow-through units