November 24, 2004
Softrock Minerals Announces Private Placement
Softrock Minerals Ltd. (the "Company") announces that it has engaged Leede Financial Markets Inc. ("Leede") to conduct a brokered equity financing pursuant to a Short Form Offering Document of a minimum 400 units ("Units") (the "Minimum Offering") and up to a maximum of 600 Units (the "Maximum Offering") at a price of $1,000 per Unit for gross proceeds of up to $600,000. Each Unit will consist of 7,500 "flow-through" common shares of the Company (at a deemed price of $0.10 per share), 3,125 non "flow-through" common shares of the Company (at a deemed price of $0.08 per share) and 5,312 non-transferable share purchase warrants (the "Warrants"). Each Warrant will entitle the holder to purchase an additional common share at a price of $0.15 per share for a period of 12 months from the closing of the financing.
The Company will pay to Leede a 10% commission on the gross proceeds, issue broker warrants equal to 15% of the Units placed, pay a corporate finance fee of $10,000 plus GST and reimburse Leede for its expenses, including legal fees. The net proceeds from the placement will be used to conduct a minimum of $300,000 assuming the Minimum Offering and $450,000 assuming the Maximum Offering of exploration work on the Company's oil and gas properties and future prospects, and the balance for working capital to fund, primarily, the search for and potential acquisition of additional oil and gas or mineral property exploration interests. The Company has agreed to incur and renounce to subscribers of the Units Canadian Exploration Expenses ("CEE") and Canadian Development Expenses that may be renounced as CEE in the amount of $300,000 for the Minimum Offering and $450,000 for the Maximum Offering, effective for the 2004 taxation year.
Signed "Nick Taylor"
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