CAPITAL WAPITI INC.
TSX VENTURE : WTI.P

October 24, 2007 17:55 ET

Capital Wapiti Inc. Announces Closing of Financing and Completion of its Qualifying Transaction

MONTREAL, QUEBEC--(Marketwire - Oct. 24, 2007) - Capital Wapiti Inc. (TSX VENTURE:WTI.P) (the "Corporation"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), announced today the completion of its Qualifying Transaction (the "Qualifying Transaction") under Exchange Policy 2.4 - Capital Pool Companies.

In connection with the Qualifying Transaction, the Corporation completed a private placement (the "Offering") of 16,565,000 units (the "Units"), which resulted in aggregate gross proceeds to the Corporation of $8,282,500. National Bank Financial Inc. acted as agent (the "Agent") for the Corporation, on a best effort basis, in connection with the Offering. The Agent received a cash commission equal to 6% of the gross proceeds raised under the Offering.

Each Unit is comprised of one common share in the capital of the Corporation (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to subscribe for one additional common share of the Corporation at an exercise price of $0.55 for a period of 12 months following the closing date of the Offering. Shares and Warrants making up the Units issued pursuant to the Offering will become freely tradable four months and a day after the closing of the Offering provided applicable conditions of Canadian securities laws are met.

The purchase price for the acquisition of an industrial property located at 1201 California Avenue, Brockville, Ontario (the "Acquisition") is $4.5 M (the "Purchase Price"), subject to customary adjustments. The Purchase Price was paid in cash by the Corporation and management intends to put in place mortgage financing in connection with the Acquisition.

The Corporation intends to use the remaining proceeds from the Offering to identify and evaluate additional properties and to satisfy (in whole or in part) the purchase price for subsequent acquisitions.

Upon closing of the Qualifying Transaction, the Corporation granted an aggregate of 1,181,863 incentive stock options (the "Options") to its directors and officers out of a maximum allowable number of 1,688,375 pursuant to the Corporation's stock option plan which became effective October 24, 2007. The Options shall vest in equal proportions on each of the following four dates: upon Closing and one, two and three years following the Closing. Upon vesting, each Option shall entitle the holder thereof to purchase one common share of the Corporation at a price of $0.50 and will expire on the fifth anniversary of the date of the closing of the Qualifying Transaction.

The Corporation is listed on the Exchange as a Tier 1 Issuer.

It is expected that trading of the common shares of the Corporation will resume following the issuance by the Exchange of its Final Exchange Bulletin evidencing final Exchange acceptance and confirmation of the Qualifying Transaction.

CAPITAL WAPITI INC.

With the completion today of the Acquisition, the Corporation currently owns one industrial property in Brockville, Ontario and intends to grow its portfolio through investments in and acquisitions of additional industrial properties. Additional information on the Corporation is available on the SEDAR website at www.sedar.com.

Forward Looking Statements

This press release contains forward looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions. Although the directors of the Corporation believe that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Some of the factors and risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include the impact of general economic conditions, industry conditions, governmental regulation, environmental risks, competition from other industry participants, stock market volatility, the ability to access sufficient capital from internal and external sources and the risk of fluctuation and variation in actual operating results, which variation may be material. A full description of these risks and uncertainties can be found in the Corporation's Filing Statement dated October 15, 2007 which is available electronically at www.sedar.com.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included herein are made as of the date hereof and the Corporation does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise.

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

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • CAPITAL WAPITI INC.
    Mr. Bernard McDonell
    Chief Executive Officer
    514-914-2536
    or
    CAPITAL WAPITI INC.
    Mr. Serge Beaudet
    Secretary and Chief Financial Officer
    514-892-2936