Trading Symbol: PAX.TSX-V VANCOUVER, June 8 /CNW/ - Pacifica Resources Ltd. (PAX.TSX-V) is pleased to announce the pricing of an $8 million brokered private placement offering of Special Warrants and Flow-Through common shares (the 'Offering"). The Offering consists of $5 million in Flow-Through common shares at a price of $0.20 per share and $3 million in Special Warrants priced at $0.20 per Special Warrant. Each Special Warrant will be exchangeable at no additional cost for a Unit consisting of one Pacifica common share and one half (1/2) of a common share purchase warrant. Each full common share purchase warrant will entitle the holder to purchase one common share of Pacifica up to 24 months from closing, at a price of $0.25 per share. In addition, the Agents have the right to increase the size of the Offering by up to $4 million, such to be allocated between Special Warrants and Flow-Through shares as approved by Pacifica. The proceeds from the Special Warrants will be held in escrow pending closing of the previously announced (Press Release May 3, 2005) acquisition of an option to acquire the Howard's Pass Joint Venture property from Placer Dome (CLA) Ltd. and Cygnus Mines Ltd. which is expected before the end of June. The Offering is scheduled to close on June 22, 2005. Agents for the Offering are Paradigm Capital Inc., Salman Partners Inc. and Dundee Securities Corporation. The Agents will receive a cash commission equal to 7% of the gross proceeds of the Offering. The commission will be payable at Closing in respect of the Flow-Through shares and will be payable in respect of the Special Warrants upon the Special Warrant proceeds of sale being released from escrow. In addition, Pacifica will grant the Agents Compensation Options entitling the Agents, for a period of 24 months from closing, to acquire the number of Special Warrants of Pacifica, at the issue price for the Special Warrants under the Offering that is equal to 10% of the number of Special Warrants and Flow-Through shares issued in the Offering. The proceeds from the Offering will be used for the acquisition of the Howard's Pass Joint Venture property, for exploration programs to be carried out on that property and adjacent mineral properties held by Pacifica, and for general corporate purposes. The Offering is subject to receipt of regulatory acceptance. Pacifica is a junior resource company focused on exploration for base metals in the Americas. The Company shares management with its major shareholder, Yukon Zinc Corporation, which is developing the Wolverine zinc- lead-copper-silver-gold deposit in south central Yukon. This press release may contain forward-looking statements based on assumptions and judgments 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 securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OF THIS NEWS RELEASE.
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