Bearclaw Capital Corp.
TSX VENTURE : BRL

Bearclaw Capital Corp.

November 26, 2007 08:00 ET

Bearclaw Capital Corp. Closes Private Placement

MONTREAL, QUEBEC--(Marketwire - Nov. 26, 2007) - Bearclaw Capital Corp. ("Bearclaw" or the "Corporation") (TSX VENTURE:BRL) is pleased to announce that it has closed its previously announced brokered private placement of flow-through common shares (the "Flow-Through Shares") and units (the "Units") for total gross proceeds of $3,970,600. Becher McMahon Capital Markets Inc. acted as lead agent along with Limited Market Dealer Inc. as sub-agent (collectively, the "Agents") for the private placement.

A total of 1,861,000 Flow-Through Shares were subscribed for at a price of $0.80 per share and a total of 4,136,333 Units were subscribed for at a price of $0.60 per unit. Each Unit is comprised of one non-flow through common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one common share of Bearclaw at a price of $0.89 per share until November 22, 2009.

The proceeds from the private placement will be used for exploration and development of the Corporation's mineral properties and for working capital and general corporate purposes, provided that the gross proceeds from the sale of Flow-Through Shares will be used for exploration expenditures which qualify as Canadian exploration expenses for the purpose of the Income Tax Act (Canada) and will be renounced in the 2007 taxation year.

An aggregate of 186,100 compensation options were issued to the Agents in respect of the Flow-Through Shares sold pursuant to the private placement (the "Share Compensation Options") and an aggregate of 413,633 compensation options were issued to the Agents in respect of the Units sold pursuant to the private placement (the "Unit Compensation Options"). Each Share Compensation Option entitles the holder thereof to purchase one non-flow through common share of Bearclaw at a price of $0.80 per share until November 22, 2009. Each Unit Compensation Option entitles the holder thereof to purchase one Unit at a price of $0.60 per unit until November 22, 2009. The Corporation also paid an aggregate cash commission to the Agents equal to approximately 8% of the gross proceeds of the private placement.

All securities issued in connection with the private placement and all securities underlying such securities are subject to a four (4) month hold period expiring on March 23, 2008. After giving effect to the private placement, but assuming no exercise of the Warrants, the Corporation has a total of 20,845,741 common shares issued and outstanding.

The completion of this private placement was one of the conditions set out in the option agreement entered into by the Corporation in respect of the acquisition of prospective uranium properties in the James Bay region of Quebec which has been previously announced (see press release issued on October 5, 2007).

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

Contact Information

  • Bearclaw Capital Corp.
    Christian de Saint-Rome
    President
    514-876-1001
    or
    Becher McMahon Capital Markets Inc.
    Campbell Becher
    647-426-1660