Trading Symbol: PAX.TSX-V VANCOUVER, May 3 /CNW/ - Pacifica Resources Ltd. (PAX.TSX Venture) is pleased to announce that it has entered into an agreement for an $8 million financing to qualified purchasers by way of a best efforts brokered private placement through a syndicate of Agents consisting of Paradigm Capital Inc., Salman Partners Inc. and Dundee Securities Corporation. In addition, the Agents will have an over allotment option for an additional $4 million. The financing shall consist of $3 million special warrants and $5 million flow-through common shares. Each special warrant shall automatically convert into units upon the closing of the Howard's Pass option agreement (see May 2, 2005 news release). Each unit will consist of one common share and one half of a common share purchase warrant exercisable for a period of 24 months from closing. The securities will be sold by private placement in the provinces of Alberta, British Columbia, Ontario and Quebec, and in such jurisdictions outside of Canada, including the United States, as the Company and the Agents mutually agree. The pricing of the offering will be determined in the context of the market with closing scheduled for June 9, 2005. The Agents will receive a 7% selling commission and Agents warrants for 10% of all flow-through common shares and special warrants sold. Proceeds of the special warrant financing will be added to the current approximate $2.1 million in working capital, and held in escrow. Upon release from escrow these funds will be used primarily to fund acquisition of the Howard's Pass joint venture properties and a $5 million exploration program to further define reserves and resources in the known Howard's Pass deposits and surrounding lands. The recently acquired properties together with Pacifica's properties form the Selwyn Project and cover 35 kilometers of the favourable strata that are known to host stratabound zinc-lead mineralization (see May 2, 2005 news release). Previous drilling has tested about half of the 35 kilometer trend of mineralized strata. The Howard's Pass District hosts one of the largest accumulations of zinc and lead in the world. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. All dollars in this release are in Canadian funds. Pacifica Resources Ltd. was formed in December 2004 from the reorganization of Expatriate Resources Ltd. (now Yukon Zinc Corporation) to advance exploration of the company's non-Finlayson district properties. The company has four properties with resources or discoveries and is focused on the exploration and development of base and precious metals deposits to feed the growing demand in the Pacific Rim. This press release may contain forward-looking statements based on assumptions and judgements of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control and actual results may differ materially from the expected results. THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OF THIS NEWS RELEASE.
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