Capo Resources Ltd.
TSX VENTURE : KPO.P

April 15, 2008 11:58 ET

Capo Resources Extends Closing Date for Qualifying Transaction With Laurentian Goldfields Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 15, 2008) - Capo Resources Ltd. (TSX VENTURE:KPO.P) -

Further to the News Releases dated November 27, 2007 and February 13, 2008 regarding the announcement of a qualifying transaction (the "Transaction") with Laurentian Goldfields Ltd. ("Laurentian") by corporate arrangement, Capo Resources Ltd. ("Capo") is pleased to announce that the Transaction is still proceeding, and the closing date has been extended by mutual agreement to on or before April 30, 2008.

On March 10, 2008, at the special meeting of the shareholders of Laurentian, the shareholders approved the terms of the plan of arrangement for the Transaction. In addition, on March 13, 2008, the final order approving the plan of arrangement was granted by the B.C. Supreme Court.

Pursuant to the terms of the Transaction, the shareholders of Laurentian will exchange all of their common shares of Laurentian for common shares of Capo, on the basis of one common share of Capo (the "Capo Shares") in exchange for 1.1 common shares of Laurentian. Outstanding convertible securities of Laurentian to acquire common shares of Laurentian (including stock options, obligations under property agreements, and a right of first refusal to participate in future equity financings of Laurentian granted to a third party) will become convertible securities of Capo on the same exchange ratio. For further details of the proposed Transaction, please refer to Capo's News Release dated November 27, 2007, available on SEDAR under Capo's filings at www.sedar.com.

Further to Capo's news release dated February 13, 2008, the terms of the non-brokered private placement have been modified. For the purposes of funding the proposed 2008 exploration work on the Maze Property and to provide adequate working capital to meet the minimum listing requirements of the TSX Venture Exchange (the "Exchange"), Capo now plans to raise up to $2.0 million in new equity financing (the "Financing"). Capo is conducting a hard dollar offering of units (the "Units") at $0.35 per Unit, each Unit consisting of one common share and one-half of a non-transferable share purchase warrant (the "Warrants"). Each whole Warrant will entitle the holder to acquire one additional non flow-through share at an exercise price of $0.55 per share for 24 months after the date of issue, subject to acceleration in the event that the common shares of Capo have a closing price at or above $1.10 per share for a period of 20 consecutive trading days. Capo now also intends to issue a portion of the Financing as flow-through units (the "FT Units") at a price of $0.40 per FT Unit, each FT Unit consisting of one common share and one-half of a non-transferable share purchase warrant and each whole warrant will entitle the holder to acquire one additional non flow-through share at an exercise price of $0.60 per share for 24 months after the date of issue, subject to acceleration in the event that the common shares of Capo have a closing price at or above $1.10 per share for a period of 20 consecutive trading days.

Capo may pay cash finder's fees to arm's length finders in connection with the Financing, as may be accepted by and in accordance with the policies of the Exchange.

No regulatory authority has in any way passed upon the merits of the proposed Transaction, nor the proposed financing, and has neither approved or disapproved the contents of this news release.

ON BEHALF OF THE BOARDS CAPO RESOURCES LTD.

Bernardus C. de Groot, President and CEO

The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has not reviewed and does not accept responsibility for the adequacy and accuracy of this Release.

Contact Information

  • Capo Resources Ltd.
    Christine Gregory
    Corp. Secretary
    (604) 628-1107