OR FOR DISSEMINATION IN THE UNITED STATES
December 02, 2011
VANCOUVER, BRITISH COLUMBIA--(Marketwire - December 2, 2011) -- Cap-Ex Ventures Ltd. (TSX VENTURE:CEV)(OTCQX:CPXVF)(FRANKFURT:X0V) ("Cap-Ex" or the "Company") is pleased to announce a non-brokered private placement financing (the "Financing") for the sale of 12,000,000 units at a price of $0.85 per unit for total gross proceeds of $10,200,000. Each unit is to consist of one common share of the Company and one share purchase warrant. Each warrant will entitle the holder to purchase one common share of the Company at the exercise price of $0.95 for a period of two years.
Forbes & Manhattan, Inc. and its associates have agreed to subscribe for the majority of the financing. Insiders of the Company and other persons have agreed to subscribe for an aggregate of 2,000,000 units. The 2,000,000 units being purchased by Insiders of the Company and other persons are flow-through units (the "Flow-Through Units") while the remaining 10,000,000 units in the Financing are non flow-through (the "Non Flow-Through Units"). The unit price and warrant exercise price of the Flow-Through Units and the Non Flow-Through Units are the same.
No commissions or finder's fees are payable on the Financing.
The Company expects to use the proceeds of the financing for further exploration and development of the Company's Labrador properties. The proceeds received by the Company on the issue of the Flow-Through Units will be used for exploration expenditures that constitute Canadian exploration expenditures (as defined in the Income Tax Act (Canada)).
Closing of the financing is expected to occur in two tranches with the first tranche to occur on or about December 20, 2011. All securities issued will be subject to a four month hold period. The financing is subject to a number of conditions, including, without limitation, receipt of approval of the TSX Venture Exchange.
CAP-EX VENTURES LTD.
President and CEO
Cautionary Note Regarding Forward-looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the terms and closing date of the financing and the projected use of proceeds from the financing. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
NEITHER 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