Mr. Jason Cubitt reports

ProAm Explorations Corp. has arranged a private placement financing of up to $360,000 through the issuance of six million units at a price of six cents per unit. Each unit will consist of one share and one-half of one transferable share purchase warrant, with each whole warrant being exercisable at a price of 10 cents for 12 months from the date of issuance.

The funds will be used for general working capital purposes.

Jason Cubitt, chief executive officer and a director of the corporation, and Rodney Stevens, will each be subscribing for up to 500,000 units for gross proceeds of up to $30,000. The issuance of units to Mr. Cubitt and Mr. Stevens, respectively, pursuant to the private placement will be considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relies on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization. The company will file a material change report with respect of the related party transactions in connection with the private placement once the private placement closes.

The securities issued in connection with the private placement will be subject to a regulatory hold period.

The private placement is subject to the approval of the Canadian Securities Exchange.