NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
March 30, 2011
Vancouver, British Columbia, March 30, 2011. Cap-Ex Ventures Ltd. (CEV: TSX-V) ("CEV") is pleased to announce that it has completed its previously announced unit financing. CEV has raised an aggregate of $12,650,000 from the sale of (i) 9,190,476 non-flow through units ("Units") at a price of $1.05 per Unit, and (ii) 2,400,000 flow through units ("FT Units") at a price of $1.25 per FT Unit (collectively, the "Offering"). The Offering was conducted on a best efforts agency basis through Jennings Capital Inc. as sole agent (the "Agent").
Each Unit consists of one common share of CEV and one half of one common share purchase warrant (each whole warrant, a "Warrant") with each Warrant entitling the holder thereof to purchase one common share of CEV at the exercise price of C$1.30 per share for a period of 24 months following the closing of the Offering. Each FT Unit consists of one flow-through common share of CEV (each, an "FT Share" and collectively, the "FT Shares") and one half of one common share purchase warrant (each whole warrant, an "FT Warrant") with each FT Warrant entitling the holder thereof to purchase one common share of CEV at the exercise price of C$1.35 per share for a period of 24 months following the closing of the Offering.
The proceeds received by CEV under the Offering shall be used to fund expenditures on CEV's Schefferville and Lac Connelly properties and for general working purposes. The proceeds from the issuance of the FT Shares comprising the FT Units shall be used to incur exploration expenditures at CEV's Canadian mineral projects which qualify as Canadian exploration expenses under the Income Tax Act (Canada).
The Agent was paid a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering. The Agent was also granted 811,333 non-transferable compensation options (the "Compensation Options"), equal to 7.0% of the combined Units and FT Units sold pursuant to the Offering. Each Compensation Option entitles the holder to acquire one Unit at an exercise price of $1.05 per Unit for a period of 24 months following the closing of the Offering. All securities issued under the Offering are subject to a four-month hold period expiring on July 31, 2011.
The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "1933 Act"), as amended, or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
About Cap-Ex Ventures Ltd.
Cap-Ex Ventures Ltd. is a Canadian resource company focused on exploration and development of iron ore projects in the Labrador Trough near Schefferville, Quebec. The Company's Schefferville Properties cover an area of 21,975 hectares and are strategically located close to Iron Ore Processing Plants. The Company's Block 103 property is on strike to New Millennium Capital Corp.'s direct shipping ore ("DSO") deposits and KeMag magnetite deposits both to the north and New Millennium/Labrador Iron Mines Holdings Ltd. DSO deposits to the south. Cap-Ex Ventures Ltd. is listed on the TSX Venture Exchange under the symbol CEV and on the Frankfurt Exchange under the symbol X0V.
CAP-EX VENTURES LTD.
President and CEO
"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
"This news release may contain forward--looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements."