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Published on 6/1/2006 in the Prospect News PIPE Daily.

New Issue: Cusac concludes sale of units, convertibles for C$5.75 million

By Sheri Kasprzak

New York, June 1 - Cusac Gold Mines Ltd. wrapped its previously announced private placement of units and convertible debentures for C$5,746,089.

The company sold 3,749,225 units at C$0.24 each; 6,657,500 flow-through units at C$0.27 each; and 813 convertible debentures at C$3,750 each.

The non flow-through units consist of one share and one warrant with each warrant exercisable at C$0.35 for one year.

The flow-through units are comprised of one share and one half-share warrant with each whole warrant exercisable at C$0.35 for one year.

The 18-month debentures bear interest at 11% annually and are convertible into common shares at C$0.305 each.

The debentures include warrants for 6,147 shares, exercisable at C$0.35 each through May 31, 2007.

The deal priced on March 24 as including 1,000 debentures; 5,555,556 flow-through units; and 3,125,000 non flow-through units.

M Partners Inc. and Oberon Securities LLC were the placement agents.

Proceeds from the debentures will be used to resume gold production on the company's Table Mountain gold mine in northern British Columbia. The proceeds from the flow-through units will be used for exploration on the company's Taurus II open-pit target near the Table Mountain property, and the proceeds from the common units will be used for working capital.

Located in Vancouver, B.C., Cusac is a gold exploration company.

Issuer:Cusac Gold Mines Ltd.
Amount:C$5,746,089
Stock symbol:Toronto: CQC
Stock price:C$0.30 at close March 24
Stock price:C$0.305 at close May 31
Convertible debentures
Issue:Convertible debentures
Amount:C$3,048,750
Maturity:18 months
Coupon:11%
Price:Par
Yield:11%
Conversion price:C$0.305
Warrants:For 6,147 shares
Warrant strike price:C$0.35
Warrant expiration:May 31, 2007
Placement agent:M Partners Inc. and Oberon Securities LLC
Pricing date:March 24
Settlement date:June 1
Units with flow-through shares
Issue:Units of one flow-through share and one half-share warrant
Amount:C$1,797,525
Units:6,657,500
Price:C$0.27
Warrants:One half-share warrant per unit
Warrant expiration:One year
Warrant strike price:C$0.35
Placement agent:M Partners Inc. and Oberon Securities LLC
Pricing date:March 24
Settlement date:May 31
Units with non flow-through shares
Issue:Units of one non flow-through share and one warrant
Amount:C$899,814
Units:3,749,225
Price:C$0.24
Warrants:One warrant per unit
Warrant expiration:One year
Warrant strike price:C$0.35
Placement agent:M Partners Inc. and Oberon Securities LLC
Pricing date:March 24
Settlement date:May 31

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