Arapaho Capital Corp.
TSX VENTURE : AHO

Arapaho Capital Corp.

October 27, 2009 08:30 ET

TSX Venture Exchange Conditionally Accepts Arapaho/Malbex Business Combination

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 27, 2009) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Arapaho Capital Corp. (TSX VENTURE:AHO) ("Arapaho") and Malbex Resources Inc. ("Malbex") report that the TSX Venture Exchange (the "Exchange") has conditionally accepted their proposed business combination (the "Proposed Transaction"). The Proposed Transaction will be effected by way of a three-cornered amalgamation whereby Malbex will amalgamate with a wholly-owned subsidiary of Arapaho and shareholders of Malbex will receive common shares of Arapaho in exchange for their common shares of Malbex on the basis of one common share of Arapaho for 1.5 common shares of Malbex.

The Exchange has also accepted for filing the filing statement (the "Filing Statement") required by Exchange policies to be delivered to Arapaho shareholders in connection with obtaining their approval of the Proposed Transaction. Arapaho intends to obtain shareholder approval by way of the written consent of holders of a majority of the outstanding Arapaho common shares, to which holders the Filing Statement has been delivered. The Filing Statement has also been filed with applicable securities regulatory authorities and is available on SEDAR at www.sedar.com. Also available on SEDAR is the technical report entitled "A Review of the Mineralization at, and the Proposed Exploration Programs for, the Del Carmen, Despoblados and Los Amarillos Concession Groups of the Valle Del Cura Project, San Juan Province, Argentina" prepared by B. Terrence Hennessey, P. Geo. of Micon International Ltd., which summarizes the results of the 2008-2009 field work by Malbex.

Malbex has previously obtained shareholder approval of the Proposed Transaction and, once Arapaho shareholder approval is obtained, neither Arapaho nor Malbex anticipate any issues with satisfying the remaining conditions precedent to completion of the Proposed Transaction.

It is currently anticipated that the closing of the Proposed Transaction will take place on or about October 30, 2009.

Letters of Transmittal will be mailed to registered Malbex shareholders who were issued certificates representing their Malbex common shares. Those Malbex shareholders who were issued certificates representing their Malbex common shares who wish to receive a certificate representing the common shares of Arapaho to which they will be entitled upon completion of the Proposed Transaction must complete and deliver a Letter of Transmittal, together with the certificates representing their Malbex common shares, to Computershare Investor Services Inc., the depositary for the Proposed Transaction, at the address indicated in the Letter of Transmittal.

For further information or to request a Letter of Transmittal, please contact Computershare Investor Services Inc. at 1-800-564-6253. Former beneficial holders of Malbex common shares should contact their brokers or other intermediaries for further information on how to obtain certificates representing the Arapaho common shares to which they will be entitled.

About Malbex Resources Inc.

Malbex is a private gold exploration company led by several former executives and directors of Aurelian Resources Inc. Malbex holds an indirect 100% interest in three exploration projects in the Province of San Juan, Argentina, two of which are in close proximity to Barrick's Veladero and Pascua-Lama gold deposits. Malbex has outstanding 52,799,996 common shares and 21,275,000 subscription receipts which were issued pursuant to a private placement completed by Malbex on June 30, 2009 (see news release issued by Arapaho and Malbex dated June 30, 2009).

About Arapaho Capital Corp.

Arapaho is an investment company. Its objective in managing capital is to ensure sufficient liquidity to pursue potential investments. Arapaho has not had any active business operations for the past three years. Its only source of revenue is interest earned from funds on deposit. Its expenditures are for costs to maintain a public company in good standing and to identify and evaluate potential business ventures or properties.

Completion of the Proposed Transaction is subject to a number of conditions, including Exchange acceptance and disinterested approval of the shareholders of Arapaho. The Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the terms and conditions of the proposed reverse take-over transaction, anticipated satisfaction of conditions precedent to completion of the Proposed Transaction and the expected closing date. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the price of gold; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Arapaho and Malbex disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and 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.

Contact Information

  • Arapaho Capital Corp.
    Brian Bayley
    President and Chief Executive Officer
    604-689-1428
    604-681-4692 (FAX)
    or
    Malbex Resources Inc.
    Tim Warman
    President and Chief Executive Officer
    416-628-0215