Naples Capital Corp.
TSX VENTURE : NAP.P

September 28, 2007 09:15 ET

Qualifying Transaction Closes-Naples Acquires Takara Resources Inc.

CALGARY, ALBERTA--(Marketwire - Sept. 28, 2007) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Naples Capital Corp. (TSX VENTURE:NAP.P) ("Naples") is pleased to announce that, subject to receipt of final approval from the TSX Venture Exchange (the "Exchange"), it has closed its Qualifying Transaction (the "QT") involving the acquisition of all of the issued and outstanding securities of Takara Resources Inc. ("Takara"), resulting in Takara being a wholly owned subsidiary of Naples.

Naples acquired Takara in consideration for the issuance of an aggregate of 21,835,050 fully paid common shares of Naples and an aggregate of 3,488,942 share purchase warrants of Naples, exercisable at $0.50 until March 18, 2009. Concurrent with the closing of the QT, all of the directors and officers of Naples resigned their positions and were replaced by the following directors and officers: Pamela D. Strand (Chair of the Board of Directors), Jennifer L. Boyle (Director, President, and Chief Executive Officer); Marni Wieshofer (Director); Judy Baker (Director); Scott Jobin-Bevans (Vice President, Exploration); Carrie Howes (Vice President, Business Development); Annie Karahissarian (Chief Financial Officer); and Shanda Theaker (Corporate Secretary).

The QT was financed through two separate issuances of securities in each of Takara and Naples resulting in gross proceeds of $2,442,259.05. In accordance with these separate issuances, Naples issued, at the time of the closing of the QT, an aggregate 6,997,883 Units at a price of $0.35 per Unit. Each Unit is comprised of one common share of Naples and one-half of one purchase warrant of Naples, exercisable at a price of $0.50 until March 18, 2009. Additionally, Naples paid Initial Capital Partners Ltd., an Ontario Limited Market Dealer, a commission equal to 8 1/2% of the gross proceeds raised, as well as the issuance of 697,788 brokers option Units, entitling the Agent and its selling group members to acquire one common share of Naples and one-half of one purchase warrant at a price of $0.35 until March 18, 2009. The securities comprising the Units and the brokers option Units are not subject to re-sale restrictions.

Also in conjunction with the closing of the QT, Naples issued: (i) 100,000 common shares for gross proceeds of $20,000 in respect of stock options exercised by outgoing Directors of Naples; (ii) 150,000 common shares to Integral Wealth Securities Limited, as a finder's fee in connection with the QT; and (iii) 200,000 common shares to DIR Exploration, Inc., the joint venture partner of Takara in respect of the Kaibab Joint Venture - Takara's project of merit. Further, Naples granted an aggregate 1,750,000 incentive stock options (1,505,000 to officers and directors and 245,000 to employees and/or consultants), exercisable at a price of $0.35 for a period of 5 years. Lastly, as part of the QT, nominees of Takara purchased from outgoing principals of Naples, an aggregate 1,500,000 common shares of Naples that are currently held in escrow at a price of $0.15 per share for aggregate consideration of $225,000.

Naples has an aggregate 25,835,050 common shares issued and outstanding. Of these, 10,628,333 are subject to two separate escrow agreements, releasable as to 1,062,833 upon receipt of final approval of the Exchange for the QT, and thereafter, an aggregate 1,594,250 shares shall be released every 6 months for a period of 3 years.

2,253,834 of the Company's shares are subject to a 4 month hold period, expiring January 25, 2008. As well, 3,625,000 shares are subject to a hold period in which 725,000 shall become eligible for trading upon receipt of approval from the Exchange for the QT, and the balance will be released in equal tranches of 725,000 shares on each monthly anniversary thereafter over a four month period.

Naples, through Takara, will continue to concentrate on the development of the Kaibab Joint Venture (now in second year of the program), in addition to the consideration of new projects suitable for the development of the Company. Currently, the Kaibab Joint Venture is the Company's key project of merit, wherein Takara, Naples wholly owned subsidiary, is currently earning an interest to acquire up to a 90% interest in several lode mining claims prospective for uranium mineralization (breccia pipes) in the Arizona Strip, situated in the North western portion of Arizona.

The securities of Naples and Takara have not been registered under the United States Securities Act of 1933, as amended, or the securities laws of any U.S. State, and may not be offered or sold in the United States or to any "US Person" (as defined in Regulation S under the Securities Act of 1933) absent registration or an exemption from registration.

Certain information contained in this press release, including information and statements which may contain words such as "could", "plans", "should", "anticipates", "expect", "believe", "will", and similar expressions and statements relating to matters that are not historical facts are forward-looking information. All of the forward-looking information contained in this press release is qualified by this cautionary statement. There can be no assurance that the actual results or developments anticipated by Naples, as expressed or implied by the forward-looking information, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Naples or its business operations. Naples disclaims any intention or obligation to update or revise any forward-looking information as a result of new information or future events. Readers should not place undue reliance on forward-looking information.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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

Contact Information

  • Naples Capital Corp.
    Jennifer L. Boyle
    President
    (647) 430-0966 (work)
    or
    Naples Capital Corp.
    Pamela Strand
    Chair of the Board
    (780) 435-0045 (work)