Pacific Ridge Closes First Tranche of Private Placement
All securities issued in this tranche of the private placement include a legend restricting trading of the securities until March 19, 2015. The private placement is subject to TSX Venture Exchange acceptance. Pacific Ridge will use the proceeds from the sale of the Units for working capital purposes which includes property maintenance and the pursuit of new mineral property acquisition opportunities.
The 2,000,000 Units issued in this tranche of the private placement were acquired by three directors of the Company, John S. Brock, indirectly as to 600,000 Units, Gerald Carlson, indirectly as to 400,000 Units, and R.E. Gordon Davis, directly as to 1,000,000 Units. Such participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as (i) neither the Company nor, to the knowledge of the Company after reasonable inquiry, such parties have knowledge of any material information concerning the Company or its securities that has not been generally disclosed, (ii) the acquisition of the Units by such parties will increase their direct and indirect voting interests in the Company as follows: John S. Brock to 1,856,052 common shares, Gerald Carlson to 907,800 common shares and R.E. Gordon Davis to 2,246,616 common shares, (iii) the securities of the Company are listed only on the TSX Venture Exchange, (iv) neither the fair market value of the Units distributed in the transaction nor the consideration received for those securities, insofar as the transaction involves such persons, exceeds $2.5 million, (v) the Company has one or more independent directors in respect of the transaction who are not employees of the Company, and (vi) all of the independent directors described in (v) above have approved the transaction.
On behalf of the Board of Directors
Gerald G. Carlson, President & CEO, Pacific Ridge Exploration Ltd.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information:
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address exploration drilling and other activities and events or developments that Pacific Ridge Exploration Ltd. ("Pacific Ridge") expects to occur, are forward-looking statements. Forward-looking statements in this news release include statements regarding the placements and future exploration plans and expenditures. Although Pacific Ridge believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals for the transactions described herein, the ability of Pacific Ridge and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Pacific Ridge's proposed transactions and programs on reasonable terms, and the ability of third party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Pacific Ridge does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
CONTACT INFORMATION
Pacific Ridge Exploration Ltd.
Gerald G. Carlson, President & CEO
(604) 484-7104
John S. Brock, Chairman
(604) 687-4951
www.pacificridgeexploration.com