Cap-Ex Ventures Ltd.

TSX VENTURE : CEV
OTCQX : CPXVF
FRANKFURT : XOV


Cap-Ex Ventures Ltd.

November 20, 2012 06:30 ET

Cap-Ex Ventures Ltd. Announces Closing of Third Tranche of Non-Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 20, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Cap-Ex Ventures Ltd. ("Cap-Ex") (TSX VENTURE:CEV)(OTCQX:CPXVF)(FRANKFURT:XOV) is pleased to announce that it has closed the third tranche of its non-brokered private placement financing through the sale of 2,114,285 common shares on a flow-through basis (the "Flow-Through Common Shares") at a price of $0.35 per Flow-Through Common Share, for gross proceeds to Cap-Ex of approximately $740,000. In the aggregate, the three tranches of the non-brokered private placement have resulted in gross proceeds to Cap-Ex of approximately $5.6 million.

Cap-Ex intends to use the proceeds from the sale for continued exploration of Cap-Ex's wholly-owned Block 103 Project in western Labrador and for general corporate purposes. The gross proceeds raised from the issuance of the Flow-Through Shares will be used by Cap-Ex to incur "Canadian exploration expenses" (within the meaning of the Income Tax Act (Canada)) on properties located in Canada. Cap-Ex will renounce such expenses with an effective date of no later than December 31, 2012. Proceeds will also be used to secure necessary infrastructure for the next phase of the exploration program and to contribute to the CN Rail feasibility study (see News Release dated August 10, 2012).

The Flow-Through Common Shares, the common shares comprising the Units, the Warrants and any common shares issuable upon exercise of the Warrants are subject to statutory resale restrictions until February 13, 2013.

Cap-Ex will pay a finders' fee of 6% of the gross proceeds of subscriptions from subscribers who were introduced to the private placement by certain persons who are at arm's length to Cap-Ex as compensation for those persons introducing subscribers to the private placement. Cap-Ex will also grant such finders compensation warrants equal to 6% of the aggregate number of Flow-Through Common Shares and Units purchased by the subscribers introduced to the private placement by such finders. Each compensation warrant will be exercisable into one common share at the price of $0.32 for a period of two years from the closing date.

About CAP-EX Ventures Ltd.

Cap-Ex Ventures Ltd. is a Canadian listed company, focused on the development of its Block 103 Iron Ore Project in the Labrador Trough, near the mining town of Schefferville, Quebec. The Block 103 property is strategically located close to an existing railway, which can provide a direct link to a shipping port, and is adjacent to the New Millennium Iron Corp.- Tata Steel LabMag and KeMag deposits and the New Millennium-Tata oxide deposits to the east.

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

CAP-EX VENTURES LTD.

On behalf of the Board

Francois Laurin, President and CEO

Cautionary Note Regarding Forward-looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the development potential of the Company's Block 103 iron ore property, future exploration plans and the use of proceeds of the private placement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. There can be no assurance that such information 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 information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither 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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