RAB Special Situations L.P./Goldmarca Limited-Announcement

RAB Special Situations L.P./Goldmarca Limited-Announcement

LONDON — RAB Special Situations L.P. (“Special Situations”) announces that Special Situations entered into a Subscription Agreement with Goldmarca Limited (the “Company”) where it subscribed for a total of 5,400,000 units (the “Securities”) at a price of Cdn.$0.15 per Security. Each Security consists of one common share (a “Share”) and one share purchase warrant (a “Warrant”) of the Company. Each Warrant entitles Special Situations to acquire one additional Share of the Company (a “Warrant Share”) at a price of Cdn.$0.17 per Warrant Share for a period of two (2) years from the date of issuance of the Securities. The transaction took place off the market by way of private placement and closed on December 6, 2004.

Special Situations has ownership of and control over the securities purchased in the Private Placement. The purchased securities represent approximately 30% of the issued and outstanding Shares on a partially diluted basis (assuming exercise of its Warrants) (“Partially Diluted Basis”).

Immediately after the Private Placement, Special Situations owned 5,400,000 Shares and 5,400,000 Warrants representing approximately 30% of the issued and outstanding Shares on a Partially Diluted Basis.

Special Situations purchased Securities for investment purposes only and not with the purpose of influencing the control or direction of the Company. Special Situations together with joint actors, if any, may, subject to market conditions, make additional investments in or dispositions of securities of the Company in the future, including additional purchases of Shares. Special Situations and its with joint actors, if any, do not, however, intend to acquire 20% of any class of the outstanding voting or equity securities of the Company.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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