Gespeg Copper Resources Inc.
TSX VENTURE : GCR

February 07, 2012 09:00 ET

Capstock Announces Non-Brokered Private Placement for Gross Proceeds of Up to $1,500,000

SASKATOON, SASKATCHEWAN--(Marketwire - Feb. 7, 2012) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

CAPSTOCK FINANCIAL INC. (TSX VENTURE:CPK) (the "Company" or "Capstock") is pleased to announce that it will proceed with a non-brokered private placement of units of the Company (the "Units") and common shares in the capital of the Company which will be designated as flow-through shares (the "FT Shares") pursuant to the Income Tax Act (Canada) at the price of $0.40 per Unit and $0.50 per FT Share for gross proceeds of up to $1,500,000 (the "Offering"). Each Unit will consist of one non-flow-through common share in the capital of the Company (a "Share") and one half of a share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional non-flow-flow common share in the capital of the Company (a "Warrant Share") at a price of $0.60 per Warrant Share for a period of 18 months from the closing of the Offering.

The Company may pay a finder's fee on the Offering within the maximum amount permitted by the policies of the TSX Venture Exchange (the "Exchange"). Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange.

All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The net proceeds from the FT Shares will be used by the Company for exploration work on its properties in the Gaspe region of Quebec and the net proceeds from the Units will be used for general corporate purposes and a reserve for asset acquisition investigations. If the proposed transaction as announced in the Company's news release dated January 25, 2012 (the "Proposed Transaction") closes, the Company reserves the right to use all or part of the proceeds from the FT Shares for exploration work on the property contemplated in the Proposed Transaction.

ON BEHALF OF CAPSTOCK FINANCIAL INC.

Victor Goncalves, President and Chief Executive Officer

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding "Forward-Looking" Information

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as "expects", "intends", "is expected", "potential", "suggests" or variations of such words or phrases, or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond Capstock's control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Victor Goncalves
    President and Chief Executive Officer
    306-653-2692 or 204-997-5517
    306-664-4483 (FAX)
    info@capstock.ca