Cap-Ex closes $740,000 third tranche of financing

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2012-11-20 06:42 ET - News Release

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Mr. Francois Laurin reports

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CAP-EX VENTURES LTD. ANNOUNCES CLOSING OF THIRD TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

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Cap-Ex Ventures Ltd. has closed the third tranche of its non-brokered private placement financing through the sale of 2,114,285 common shares on a flow-through basis at a price of 35 cents per flow-through common share, for gross proceeds to Cap-Ex of approximately $740,000. In total, the three tranches of the non-brokered private placement have resulted in gross proceeds to Cap-Ex of approximately $5.6-million.

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Cap-Ex intends to use the proceeds from the sale for continued exploration of Cap-Ex's wholly owned block 103 project in western Labrador and for general corporate purposes. 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 expenses with an effective date of no later than Dec. 31, 2012. 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 Aug. 10, 2012).

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The flow-through common shares, the common shares making up the units, the warrants and any common shares issuable upon exercise of the warrants are subject to statutory resale restrictions until Feb. 13, 2013.

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Cap-Ex will pay a finder's fee of 6 per cent of the gross proceeds of subscriptions from subscribers who were introduced to the private placement by certain persons who are at arm's length to Cap-Ex as compensation for those persons introducing subscribers to the private placement. Cap-Ex will also grant such finders compensation warrants equal to 6 per cent of the number of flow-through common shares and units purchased by the subscribers introduced to the private placement by such finders. Each compensation warrant will be exercisable into one common share at the price of 32 cents for a period of two years from the closing date.

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We seek Safe Harbor.