540 Capital Corp.
TSX VENTURE : FA.P

July 16, 2008 12:06 ET

540 Capital Corp.: Amendment to Financing to Be Completed With Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - July 16, 2008) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

540 Capital Corp. ("540" or the "Corporation") (TSX VENTURE:FA.P) today announced that it is amending the terms of the financing that is referred to in the Corporation's filing statement which was filed on SEDAR on June 5, 2008 (the "Filing Statement") and which is to be completed contemporaneously with the Corporation's proposed qualifying transaction (the "Qualifying Transaction") with Golden Dory Resources Limited ("Golden Dory").

The original terms of the financing referred to in the Filing Statement provided for the Corporation to raise gross proceeds of $2,350,000 through the sale of: (i) 3,000,000 units at a price of $0.45 per unit, with each unit consisting of one common share and one share purchase warrant exercisable to acquire a further common share at $0.60 for 18 months; and (ii) 2,000,000 flow-through units at a price of $0.50 per flow-through unit, each flow-through unit being comprised of one flow-through share and one half of a share purchase warrant, each full warrant being exercisable to acquire a common share at $0.60 for 18 months.

The amended terms of the financing provide for the Corporation to raise gross proceeds of $2,350,000 through the sale of (i) 5,400,000 units at a price of $0.25 per unit, each unit consisting of one common share and one share purchase warrant exercisable to acquire a further common share at $0.35 for 18 months; and (ii) 3,333,334 flow-through units, each unit consisting of one common share and one share purchase warrant exercisable to acquire a further common share at $0.40 for 18 months.

As a result of the amended terms of the financing, upon completion the Corporation will have 3,733,334 additional common shares outstanding and 4,733,334 additional share purchase warrants outstanding than under the original terms of the financing.

The brokers' warrants associated with the financing will also be amended to have an exercise price of $0.25 for 18 months.

The proposed financing is subject to the concurrent closing of the proposed qualifying transaction disclosed in the Corporation's Filing Statement.

On Behalf of the Board of Directors of 540 Capital Corp.

David Rutt, President & CEO

The completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to TSX Venture final acceptance. The TSX Venture granted conditional approval for the Qualifying Transaction on June 5, 2008 and final approval is subject to the fulfillment of a number conditions . There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement of the Corporation to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Dory nor 540 will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by 540 and Dory.

The TSX Venture has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • 540 Capital Corp.
    David Rutt
    President & CEO
    (403) 234-0623
    or
    Golden Dory
    Kevin D. Keats
    President and CEO
    (709) 256-4216