Capital BLF Inc.

March 27, 2008 10:08 ET

Capital BLF Inc. Announces the Terms of Equity Private Placement

MONTREAL, QUEBEC--(Marketwire - March 27, 2008) - Capital BLF Inc. (TSX VENTURE:BLF.P) (the "Corporation"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), announced today that is has finalized the terms of its previously announced best efforts private placement offering (the "Offering"). A minimum of 6,666,667 common shares (the "Minimum Offering") and maximum of 25,000,000 common shares (the "Maximum Offering") (the "Shares") will be offered by National Bank Financial Inc. as lead agent, together with Blackmont Capital Inc. and Laurentian Bank Securities Inc. pursuant to an agency agreement dated March 26, 2008. The Shares will be offered at a price of $0.30 per Share for gross proceeds to the Corporation of $2 million in the case of the Minimum Offering and $7.5 million in the case of the Maximum Offering. The Offering is expected to close on or about March 31, 2008.

Certain insiders of the Corporation are expected to purchase approximately 1.8 million Shares (representing gross proceeds to the Corporation of approximately $550,000) under the Offering.

Where insiders of the Corporation subscribe for greater than 25% of the Shares of the Offering, such Shares will be subject to a Tier 1 value escrow agreement pursuant to the applicable Exchange policies.

The Shares to be issued pursuant to the Offering will become freely tradable four months and a day after the closing of the Offering provided that the applicable conditions of Canadian securities laws and the Exchange are met.

The Corporation intends to use the net proceeds of the Offering to fund the purchase of two contiguous multi-residential properties located respectively at 3465 and 3475 Ridgewood Avenue, in Montreal, Province of Quebec (the "Initial Acquisition Property"), to identify and evaluate additional properties, to satisfy (in whole or in part) the purchase price for subsequent acquisitions, for working capital requirements and for general corporate purposes.

The Corporation will complete the acquisition of the Initial Acquisition Property and the Offering which are intended to serve as its qualifying transaction under Exchange Policy 2.4 - Capital Pool Companies. Until the completion of its qualifying transaction, which is subject to the final approval of the Exchange, the Corporation will not commence commercial operations or have assets other than cash. The principal business of the Corporation currently consists of working towards the completion of its qualifying transaction.

This press release contains forward-looking statements. The completion of the qualifying transaction and the future business, operations and performance of the Initial Acquisition Property and Corporation discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including whether the transactions contemplated herein are completed. Forward looking statements are based on a number of assumptions which may prove to be incorrect including: the ability of the Corporation to obtain necessary financing to complete the proposed acquisition or to satisfy the requirements of the Exchange with respect to the proposed acquisition or the Offering. The risks associated with an investment in the Corporation, include (i) the following risks associated with real property ownership: general risks related to real property ownership, rent control, illiquidity, uninsured losses, environmental matters; (ii) the following risks relating to the business of the Corporation: competition, future property acquisitions, investment concentration, credit risk, utility, heating and property tax risk, relationship with property managers, reliance on key personnel, debt financing, interest rate fluctuations and financing risk, failure to obtain additional financing, potential conflicts of interest; and (iii) other risks, including dilution, potential volatility of share price, limited prior public market and risk in regards to conversion into a real estate investment trust. A full description of these risk factors can be found in the Corporation's Filing Statement dated March 20, 2008 and filed on SEDAR.

There can be no assurances that forward-looking 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. The cautionary statements qualify all forward-looking statements attributable to the Corporation and persons acting on its behalf. Unless otherwise stated, all forward looking statements speak only as of the date of this press release and the Corporation has no obligation to update such statements except as required by law.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Capital BLF Inc.
    Mr. Pierre L. Martel
    Chief Financial Officer and Secretary