Mr. Charlie Lamb reports

POTENT VENTURES ANNOUNCES PRIVATE PLACEMENT

Potent Ventures Inc. has completed a non-brokered private placement of $267,450. The company accepted subscriptions for 8,915,000 units at a price of three cents per unit, raising gross proceeds of $267,450. Each unit consists of one common share and one share purchase warrant, entitling the holder to purchase an additional common share for five cents for a period of two years from the issue date. All of the securities issuable in connection with the offering will be subject to a hold period expiring four months and one day after date of issuance.

Insider participation in the offering was for an aggregate amount of $30,000, comprising one million units, representing 11 per cent of the offering. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The related party transaction is exempt from minority approval and valuation requirements pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued under the offering nor the consideration to be paid by the insiders exceeds 25 per cent of the company's market capitalization.

The proceeds will be used for general working capital purposes.

We seek Safe Harbor.