Cap-Ex Ventures Ltd.
TSX VENTURE : CEV

Cap-Ex Ventures Ltd.

March 04, 2011 09:00 ET

Cap-Ex Receives TSX Approval on Acquisition of Schefferville Properties and Closing of Its $2,400,000 Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 4, 2011) - Cap-Ex Ventures Ltd. (TSX VENTURE:CEV) (the "Company") is pleased to announce that it has received regulatory approval to close its purchase and sale and royalty agreement between the Company and Mandu Resources Ltd., Bedford Resources Partners Inc. and 743584 Ontario Inc. (collectively, the "Vendors") to acquire a 100% interest in the Schefferville Properties (the "Schefferville Properties"), comprised of Block 103, Block 44 and Lac Connelly covering a combined area of 9,050 hectares in the Labrador Trough.

The Company also announces the closing of its non-brokered private placement (the "Private Placement") of $2,400,000 on March 3, 2011 (the "Closing Date"). The Private Placement and the acquisition of the Schefferville Properties were first announced on January 18, 2011.

The Private Placement consists of:

  1. 6,000,000 non flow-through units of the Company (the "Units") at a price of $0.30 per unit with each unit comprised of one common share and one half of one common share purchase warrant (a "Warrant"). Each such Warrant entitles the holder to purchase one common share of the Company for a period of 18 months from the Closing Date at a price of $0.60 per common share.
  1. 1,500,000 flow-through units of the Company (the "FT Units") at a price of $0.40 per FT unit with each FT unit comprised of one common share and one half of one common share purchase warrant (a "Warrant"). Each such Warrant entitles the holder to purchase one common share of the Company for a period of 18 months from the Closing Date at a price of $0.60 per common share.

Axemen Resources Capital Ltd. acted as agent (the "Agent") to the Private Placement. In addition, PI Financial Corp. and Jordan Capital Markets Inc. acted as special selling group members (the "Special Selling Group").

A finders fee (the "Finders Fee") of 5% of subscription amounts found, payable in cash or Units (the "Finders Units") was paid to the Agent and the Special Selling Group. The Finders Units have the same underlying terms of the Private Placement. A total of 271,500 Finders Units were issued and a $6,800 cash Finders Fee was paid.

In addition, the Company also issued a total of 261,000 agent warrants (the "Agent Warrants") to the Agent and the Special Selling Group in an amount equal to 5% of Units subscribed for, with each Agent's Warrant exercisable into one common share of the Company at a price of CDN $0.35 for 18 months from the Closing Date.

All securities issued pursuant to this Private Placement are subject to a 4-month hold period from the Closing Date, including securities issued to Finders.

The majority of the Private Placement will be used to fund expenditures on the Company's Schefferville Properties with the remainder for general working capital.

Technical Report on Schefferville Properties

The Company is pleased to announce the filing on SEDAR of its NI 43-101 compliant Technical Report related to its Schefferville Properties (the "Technical Report"). The Technical Report is titled "SCHEFFERVILLE PROJECT Block 103-Kivivic Lake/Block 44-Petitsikapau Lake Western Labrador, Newfoundland and Labrador for Cap-Ex Ventures Ltd." and dated February 8, 2011.

For additional information please visit the Company's website at www.cap-ex.ca.

CAP-EX VENTURES LTD.

Andrew Bowering, President and CEO

"This news release may contain forward–looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements."

"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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