Sinomar Capital Corp.
TSX VENTURE : SMM.P

October 15, 2009 09:00 ET

Sinomar Capital Corp. Announces Letters of Engagement With Wolverton Securities Ltd. and Technical Report

CALGARY, ALBERTA--(Marketwire - Oct. 15, 2009) - Sinomar Capital Corp. (the "Corporation") (TSX VENTURE:SMM.P)

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Further to its press release issued June 23, 2009 announcing the proposed Qualifying Transaction with Huntmountain Resources Ltd. ("Huntmountain"), the Corporation announces that it has entered into an engagement letter with Wolverton Securities Ltd. ("Wolverton") pursuant to which Wolverton has agreed to act as the Corporation's sponsor in connection with the proposed Qualifying Transaction.

In conjunction with the Corporation's proposed Qualifying Transaction, Wolverton has been appointed to act as the Corporation's agent to raise, on a "commercially reasonable efforts" basis, by way of Short Form Offering Document, a minimum of $1,000,000 and a maximum of $2,000,000 at a price of $0.30 per share (the "Short Form Offering"). Wolverton will receive a commission equal to 10% of the gross proceeds received by the Corporation from the sale of the Common Shares, which commission is payable in cash, Common Shares or any combination thereof at the option of Wolverton. In addition, the Corporation will grant to Wolverton a non-transferable option entitling Wolverton, for a period of 3 years from the date of closing, to purchase such number of Common Shares at an exercise price of $0.30 per share, as is equal to 10% of the aggregate number of Common Shares sold.

In addition, Wolverton has been appointed to act as the Corporation's agent to raise, on a "commercially reasonable efforts" basis, up to $1,000,000, by way of a private placement of units ("Units") at a price of $0.30 per Unit (the "Brokered Private Placement"). Each Unit will consist of one common share and one-half of one non-transferable share purchase warrant ("Share Purchase Warrant"). Each full Share Purchase Warrant will entitle the purchaser to acquire an additional common share for a period of one year from the closing date of the Brokered Private Placement at an exercise price of $0.60 per Share Purchase Warrant. Wolverton will receive a commission equal to 10% of the gross proceeds received by the Corporation from the sale of the Units, which commission is payable in cash, Units or any combination thereof at the option of Wolverton. In addition, the Corporation will grant to Wolverton a non-transferable option entitling Wolverton, for a period of 3 years from the date of closing, to purchase such number of Units at an exercise price of $0.30 per share, as is equal to 10% of the aggregate number of Units sold.

It is a condition of the Qualifying Transaction that the Short Form Offering and the Brokered Private Placement, together, will raise minimum gross proceeds of $2,000,000. The closings of the Short Form Offering and the Brokered Private Placement are to occur concurrently with the closing of the Corporation's Qualifying Transaction.

The Corporation intends the net proceeds from the Short Form Offering and Brokered Private Placement to be used for resource estimate determination, follow-up drilling and general working capital.

The Corporation has agreed to pay to Wolverton a finder's fee of $50,000 cash and 500,000 Common Shares at a deemed price of $0.30 per share and to pay to Dean Stuart a finder's fee of $10,000 cash and 100,000 Common Shares at a deemed price of $0.30 per share.

The Corporation also announces that further to the June 23, 2009 news release, Alan P. Chan, a current director, Secretary and Chief Financial Officer of the Corporation, will now be one of the nominees of the Corporation following the Qualifying Transaction, together with Andrew Gertler. Mr. Chan is the principal and President of AC Capital Inc. He is a professional engineer and an entrepreneur. He graduated from University of Saskatchewan with a Bachelor of Science Degree in 1973. Since the mid 1990s, Mr. Chan has been involved in the establishment of a number of public companies and assisted them in completing a number of financings and mergers and acquisitions. He is a director, Chief Financial Officer and Secretary of Grand Power Logistics Group Inc., listed on the TSX Venture Exchange, and is a director of Ginger Beef Corporation, listed on the TSX Venture Exchange.

The La Josefina project, which is CCSA's primary exploration property, is the subject of the National Instrument 43-101 compliant Technical Report dated September 16, 2009, prepared for Cerro Cazador S.A. ("CCSA"), a wholly-owned subsidiary of HuntMountain, by James F. Ebisch, R.P. Geo of Spokane, Washington. The Technical Report has been provided to the Corporation and will be filed on SEDAR (www.sedar.com).

Trading in the shares of the Corporation will remain halted until such time as all required documents are filed with the Exchange.

Wolverton Securities Ltd., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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