September 17, 2012
Cap-Ex Ventures Ltd (TSX-V: CEV) (Frankfurt: X0V) (OTCQX: CPXVF) (“Cap-Ex” or the “Company”) announces that it is undertaking a non-brokered private placement financing of up to 10,000,000 common shares to be issued on a flow-through basis (the “Offered Shares”) at a price of $0.35 per Offered Share and up to 3,125,000 units (the “Units”) at a price of $0.32 per Unit, for aggregate gross proceeds of up to $4.5 million (the “Offering”). Each Unit will be comprised of one common share and one-half of one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one common share of the Company at an exercise price of $0.40 for a period of 24 months from the date of issue. The Company may, in its discretion, increase the size of the Offering and offer up to an additional $1.5 million of Offered Shares and up to an additional $2.0 million of Units.
The proceeds from the Offering will be used to continue to explore Cap-Ex’s wholly-owned Block 103 Project in western Labrador and for general corporate purposes. The success and efficiency of the original 15,000 meter 2012 budgeted drill program has resulted in increasing the drill program by almost 50%. Proceeds will also be used to secure necessary infrastructure for the next phase of the exploration program and to contribute to the CN Rail feasibility study (see News Release dated August 10, 2012).
The proceeds raised from the issuance of the Offered Shares will be used by the Company to incur “Canadian exploration expenses” (within the meaning of the Income Tax Act (Canada)), related to the Company’s exploration projects. The Issuer will renounce such “Canadian exploration expenses” to subscribers with an effective date of no later than December 31, 2012.
The offering remains subject to certain conditions including, but not limited to, the approval of the TSX Venture Exchange.
The securities being offered hereby have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state or province in which such offer, solicitation or sale would be unlawful.
About CAP-EX Ventures Ltd.
Cap-Ex Ventures Ltd. is a Canadian listed company, focused on the development of its Block 103 Iron Ore Project in the Labrador Trough, near the mining town of Schefferville, Quebec. The Block 103 property is strategically located close to an existing railway, which can provide a direct link to a shipping port, and is adjacent to New Millennium Iron Corp-Tata Steel LabMag and KeMag deposits and the New Millennium-Tata oxide deposits to the east.
For additional information please visit the Company’s website at www.cap-ex.ca.
CAP-EX VENTURES LTD.
On behalf of the Board
President and CEO
For Investor Relations, please contact:
1-866-683-8030 ext. 232
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 development potential of the Company’s Block 103 iron ore property, future exploration plans and the expected timing for completion of an NI 43-101 mineral resource estimate and a preliminary economic assessment. 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.