Pacific North West Capital Enter Agreement to Buy River Valley PGM Project

Pacific North West Capital Corp. (TSX: PFN; OTCBB: PAWEF; Frankfurt: P7J) has announced that an agreement to purchase the 50% ownership in the River Valley PGM project, currently owned and held in a joint venture with Anglo Platinum Limited, has been completed.

The transaction, subject to the approval of the TSX, will provide PFN with an undivided 100% interest in the joint venture project.

  • PFN acquires 100% of the River Valley Platinum Group Metals (PGM) Project by purchasing Anglo Platinum's 50% interest
  • Anglo Platinum obtains a 12% interest in PFN
  • The River Valley Project is one of Canada's largest primary Platinum Group Metal deposits with significant exploration upside
  • NI43-101 Compliant Resource
  • Over 110,000 metres in 550 holes drilled to date
  • Platinum Group Metal prices are moving to record highs

Under the terms of the agreement, Anglo Platinum will exchange its 50% interest in the unincorporated Joint Venture, for a 12% interest in PFN, based on the issued and outstanding common shares of PFN as of November 30, 2010 (67,643.008). The aggregate purchase price for the 50% interest in the River Valley PGM project is:

PFN will issue the shares in the Company to Kaymin Resources Ltd. ("Kaymin"), a wholly owned subsidiary of Anglo Platinum Limited, in exchange for Kaymin's 50% interest in the joint venture. The all-share transaction is expected to close upon the acceptance by the Toronto Stock Exchange.

Harry Barr, President and CEO of PFN commented, "The shares issued to Kaymin will make Anglo Platinum a strategic investor in PFN. Anglo Platinum will have the opportunity to participate in the upside of the project through the future success of the Company and at the same time, PFN will be able to seek new sources of funding to advance the River Valley PGM project."

The River Valley PGM project was acquired in 1998 by PFN through a number of transactions. PFN discovered significant PGM occurrences on the property and entered into a joint venture agreement with Anglo Platinum in 1999. PFN remained operator of the joint venture and defined a NI43-101 compliant reportable resource of 8.53 million tonnes containing 353,200 ounces of palladium (1.29 g/t), 116,800 ounces of platinum (0.43 g/t) and 20,400 ounces of gold (0.07 g/t) in the "measured" category and an additional 22.02 million tonnes containing 600,700 ounces of palladium (0.85 g/t), 212,800 ounces of platinum (0.30 g/t) and 39,000 ounces of gold (0.06 g/t) in the "indicated" category and "inferred" resources of 2.39 million tonnes containing 67,000 ounces of palladium (0.87g/t), 23,800 ounces of platinum (0.31g/t) and 4,000 ounces of gold (0.05 g/t) using a 0.7 g/t cut off (pt/pd).

"Stand alone PGM projects are rare in North America. The PFN/Anglo Platinum agreement is the second major acquisition of its kind in recent months. It was just over 4 months ago, in October 2010, when Stillwater Mining acquired the platinum assets of the Canadian mining junior Marathon PGM in a cash and shares deal that was valued at $118 million." Spiros Cacos, Manager Investor Relations.

The Company will now focus on advancing the project further through renewed exploration activities. Prior work had left several target areas where mineralization was open to depth and along the nine kilometre strike length.

Similarly, new target areas were discovered that returned anomalous values of PGM's but due to the financial crisis of 2008, were not followed up. Induced polarization (IP) surveys were instrumental in locating and identifying mineralized zones on the property. The Company now intends to enhance the earlier work with more recent 3D technology whereby the mineralization can in principle be traced to deeper depths and contemporaneously mapped close to surface in new target areas. The Company will provide an update of the exploration strategy in the near future.

"The timing of this agreement could not be better. We expect that the enthusiasm for global PGM exploration will escalate in the coming months. The River Valley Project has many advantages over other PGM exploration and development projects, mainly a defined resource located only sixty kilometres from the nickel-copper-PGM smelting and refining activities in Sudbury, Ontario." Anthony Kovacs, VP Exploration.

Qualified Person Statement

This news release has been reviewed and approved for technical content by John Londry, a qualified person under the provisions of national instrument 43-101.

The River Valley PGM project is located in the Dana and Pardo townships of Northern Ontario, approximately 60km east of Sudbury, Ontario. The project is road accessible in Canada's premier Ni-Cu-PGM mining and smelting district which boasts perfect infrastructure and community support for mining activities.

The River Valley project mineral claims were optioned by PFN in 1998 following the discovery of highly anomalous PGM values in grab samples. The property was subsequently optioned by PFN to Anglo Platinum in 1999. Initial exploration was guided by geochemical and induced polarization surveys with subsequent drilling proving up significant mineralization at Dana Lake and Lismer's Ridge. A mineral resource estimate in accordance with the guidelines set out by NI 43-101 was published in 2006. Anglo Platinum continued to fund exploration under the terms of the option and joint venture agreement and invested over $22M in the exploration of the property for a 50% stake in the joint venture. In order for Anglo Platinum to retain their interest in the Joint Venture, they were required to fund all exploration to completion of a feasibility study, but as a result of capital expenditure reductions during the global financial crises, no new funds were allocated to the project, above and beyond the minimal holding costs.

PFN and Anglo Platinum were able to come to terms whereby PFN could acquire Anglo Platinum's 50% stake in the River Valley JV giving PFN 100% of the River Valley PGM project by offering 12% of its current outstanding shares to Anglo Platinum. This would enable PFN to seek external funding for the project while Anglo Platinum could benefit from any future success of the project through its share ownership in PFN.

There are no other encumbrances on the River Valley PGM project associated with the terms of the sale to Anglo Platinum after an 18 month early disposition period lapses. There are currently no back-in rights or off-take agreements between the two parties. The property is still subject to a 3% NSR that is payable to the underlying vendors.


Pacific North West Capital Corp.

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