NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
U.S. NEWSWIRE SERVICES
September 27, 2012
Cap-Ex Ventures Ltd. (“Cap-Ex”) (TSX-V: CEV) (Frankfurt: XOV) (OTCQX: CPXVF), is pleased to announce that it has closed the first tranche of its non-brokered private placement financing through the sale of 10,000,000 common shares on a flow-through basis (the “Flow-Through Common Shares”) at a price of $0.35 per Flow-Through Common Share for gross proceeds to Cap-Ex of $3,500,000.
Cap-Ex intends to use the proceeds from the sale of the Flow-Through Common Shares for continued exploration of Cap-Ex’s wholly-owned Block 103 Project in western Labrador. The gross proceeds raised from the issuance of the Flow-Through Shares will be used by Cap-Ex to incur “Canadian exploration expenses” (within the meaning of the Income Tax Act (Canada)) on properties located in Canada. Cap-Ex will renounce such “Canadian exploration expenses” with an effective date of no later than December 31, 2012.
Cap-Ex will pay a finders’ fee of 6% of the gross proceeds of the first tranche of its non-brokered private placement to certain persons who are at arm’s length to Cap-Ex. Cap-Ex will also grant the finders compensation warrants equal to 6% of the aggregate number of Flow-Through Common Shares sold pursuant to the first tranche of the non-brokered private placement. Each compensation warrant will be exercisable into one common share at the price of $0.32 for a period of two years from the closing date.
The Flow-Through Common Shares are subject to statutory resale restrictions until January 28, 2013. Closing of the second and final tranche of the financing is expected to occur on or before October 10, 2012 and remains subject to receipt of regulatory approval, including final approval of the TSX Venture Exchange.
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
“Francois Laurin”
President and CEO
For Investor Relations, please contact:
Konstantine Tsakumis
1-866-683-8030 ext. 232
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www.cap-ex.ca
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 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.
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