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Published on 5/10/2006 in the Prospect News PIPE Daily.

New Issue: Eclips plans private placement of units for up to C$5 million

By Sheri Kasprzak

New York, May 10 - Eclips Inc. has negotiated a private placement for up to C$5 million and at least C$2.5 million.

The deal includes up to 800 and at least 500 A units each comprised of 7,500 flow-through shares at C$0.50 each; 2,500 common shares at C$0.50 each; 2,500 warrants.

The offering also includes up to 200 B units of 10,000 common shares at C$0.50 each and 10,000 warrants.

Each warrant is exercisable at C$0.55 for the first year and C$0.75 for the second year.

Placement agent Blackmont Capital Inc. also has a greenshoe for up to 300 additional A or B units.

The proceeds will be used for Eclips' acquisition of Cadillac West Exploration Inc. Once the acquisition is completed, the company's name will be changed to Cadillac Mining Corp.

The merger will include a consolidation of Eclips' outstanding stock on a 1-for-8 basis.

Based in Orangeville, Ont., Eclips had previously operated as a software developer for the travel industry, but following the acquisition of Cadillac will be a mineral exploration company.

Issuer:Eclips Inc.
Issue:A units of 7,500 flow-through shares; 2,500 common shares; and 2,500 warrants and B units of 10,000 common shares and 10,000 warrants
Amount:C$5 million (maximum); C$2.5 million (minimum)
A units:800 (maximum); 500 (minimum)
B units:200 (maximum)
Greenshoe:For up to 300 A or B units
Price:C$0.50 per flow-through and non flow-through share
Warrants:For 2,500 shares per A unit; for 10,000 shares per B unit
Warrant expiration:Two years
Warrant strike price:C$0.55 for the first year; C$0.75 for the second year
Placement agent:Blackmont Capital Inc.
Pricing date:May 10
Stock symbol:TSX Venture: WAY
Stock price:C$0.025 at close Dec. 15, 2005 (last trade)

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