Black Hat Capital Inc.
TSX VENTURE : BHC.P

March 23, 2007 17:17 ET

Black Hat Capital Inc. Confirms Details of Previously Announced Private Placement, and Announces Additional Private Placement

CALGARY, ALBERTA--(CCNMatthews - March 23, 2007) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Black Hat Capital Inc. ("Black Hat" or the "Corporation") (TSX VENTURE:BHC.P) has confirmed the details of its previously announced private placement financing (the "Black Hat Private Placement") to be completed in connection with its previously announced qualifying transaction (the "Qualifying Transaction"). Pursuant to the Black Hat Private Placement, a total of 4,000,000 common shares of the Corporation ("Common Shares") will be offered at a price of $0.30 per Common Share for gross proceeds of $1,200,000.

The Corporation has entered into an arrangement pursuant to which approximately 31% of the Black Hat Private Placement offering will be non-brokered, and approximately 69% will be completed on a "commercially reasonable efforts" basis by Linear Capital Corporation ("Linear"). Linear will receive a cash commission on its sales under the Black Hat Private Placement equal to six percent (6%) of the gross proceeds derived from such sales. Linear is a private company owned as to 97.5% by Mr. Mark P. Brennan, a current director of the Corporation and a proposed director in the resulting issuer following completion of the Qualifying Transaction.

It is expected that certain directors, officers and management of the Corporation will participate in the Black Hat Private Placement.

Closing of the Black Hat Private Placement, in conjunction with the closing of the Qualifying Transaction, is expected to occur on or about March 28, 2007. Completion of the Black Hat Private Placement is subject to receipt of final approval by TSX Venture Exchange Inc. (the "Exchange").

As previously announced in a press release dated October 25, 2006, the Qualifying Transaction involves the acquisition of certain mineral exploration properties known as the Se los Dije Group of Claims located in the state of Zacatecas, Mexico, composed of eight concessions totalling 312.2 hectares located approximately five kilometres north-east of the city of Zacatecas in the Zacatecas mining district (the "Properties").

Black Hat plans to use the net proceeds of the Black Hat Private Placement to complete a recommended work program in respect of the Properties as itemized in the Information Circular of Black Hat dated February 16, 2007.

Further, the Corporation is pleased to announce an additional private placement financing (the "Additional Financing") to be completed concurrently with the Black Hat Private Placement. Pursuant to the Additional Financing, a total of 2,666,667 Common Shares will be offered at a price of $0.30 per Common Share for gross proceeds of $800,000.

The Corporation has entered into an arrangement pursuant to which approximately 16% of the Additional Financing offering will be non-brokered, and approximately 84% will be completed on a "commercially reasonable efforts" basis by Fraser Mackenzie Limited ("Fraser"). Fraser will receive a cash commission on its sales under the Additional Financing equal to seven percent (7%) of the gross proceeds derived from such sales. Fraser operates at arm's length to Black Hat and Linear, and is also at arm's length to the Qualifying Transaction.

Closing of the Additional Financing, is expected to occur on or about March 28, 2007, concurrently with the closing of the Black Hat Private Placement and the Qualifying Transaction. Completion of the Additional Financing is subject to receipt of final approval by the Exchange.

Black Hat plans to use the net proceeds of the Additional Financing to supplement the Corporation's working capital, as well as to investigate additional opportunities for acquiring interests in other potential mineral exploration properties.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Factors that might cause a difference include, but are not limited to: changes in the worldwide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. Black Hat will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect the financial results is included in documents filed from time to time with Canadian securities regulatory authorities by the Corporation.

The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Black Hat Capital Inc.
    Anthony M. Croll
    President
    (514) 399-9952