Deal Capital Ltd.

April 11, 2007 08:30 ET

Deal Capital to Raise $5 Million

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 11, 2007) - Deal Capital Ltd. (the "Company" or "Deal Capital") (TSX VENTURE:DCP.P) has engaged Pacific International Securities Inc. ("PI" or the "Agent") to act as the agent for a brokered private placement of up to $3 million (the "Offering"). The Offering will consist of the issuance of up to 6,000,000 subscription receipts of the Company (the "Subscription Receipts") at $0.50 per Subscription Receipt.

Each Subscription Receipt will be exercisable for no additional consideration into one unit of the Company (a "Unit") upon the meeting of the release conditions (the "Release Conditions"). Each Unit shall consist of one common share and one-half of a transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable into one additional common share of the Company at an exercise price of $1.00 per common share for a period of two years from the release date.

The gross proceeds from the sale of the Subscription Receipts will be held in escrow pending the satisfaction of the Release Conditions pertaining to the Company completing its qualifying transaction of the proposed acquisition of the Santa Gertrudis gold deposit. This proposed acquisition was announced February 23, 2007. Upon satisfaction of the Release Conditions, the Subscription Receipts will be deemed exercised into Units, and the Company will receive the proceeds net of the commission payable to the Agent. If the release conditions are not satisfied on or before June 20, 2007, the proceeds will be returned to the purchasers of the Subscription Receipts.

The Company will pay PI a commission of 7% of the gross proceeds of the Offering on the release date and PI may elect to receive the fee in cash or in units of the Company. Any units payable as commission will have the same terms as the Units underlying the Subscription Receipts. In addition, the Company will pay PI $25,000 on the closing of the financing, which will be credited against the commission payable on the release date. PI will also be granted agent's options (the "Agent's Options") equal to 10% of the aggregate number of Subscription Receipts sold, which will entitle PI to purchase additional common shares at $0.55 per Agent's Option for a period of two years from the release date. If the release conditions are not satisfied on or before June 20, 2007, the commission payable will be $25,000.

An additional $2 million will be raised in a non-brokered private placement with the same terms as the Subscription Receipts. The Company may pay a finder's fees on a portion of this financing to qualified finders according to the same terms as for the brokered private placement.

The four-month hold period on these Subscription Receipts will commence on the date the financing is closed which is expected to be before the qualifying transaction closes (see news release dated February 23, 2007).

The funds raised will be used in the exploration of the Santa Gertrudis Gold Project, payments to Sonora Gold Corporation, option payments to the Lopez-Limon claim holders and for general working capital.

The Santa Gertrudis Gold Project

The Santa Gertrudis Gold Project (the "SG Property"), located 180 km north of Hermosillo, Sonora, Mexico, was discovered in 1986 and advanced to open pit heap leach production in 1991. From May 1991 to October 2000, the SG Property produced 564,000 ounces of gold at an average grade of 2.13 grams per tonne. Phelps Dodge then sold part of the SG Property to Campbell Resources Inc. in 1994 for US$10 million. Campbell later ceased mining and processing activity due to low gold prices during the late 1990's and settled some outstanding debts by assigning several core area concessions, including the un-mined Cristina deposit, to certain local Mexican contractors ("Lopez-Limon"). The proposed transactions aim to re-consolidate these concessions, which will allow for a district-wide exploration program. Other mineral properties that are part of the SG Property package include the relatively high-grade Amelia Mine and recently staked ground to the west, northwest and southeast of the SG Project's historic workings. The Company will own directly, or have options to earn-in on, a combined holding of approximately 34,800 hectares in the SG Property (130 square miles).

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of 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.

Winnie Wong, President & Director

Deal Capital Ltd. is a Capital Pool Company trading on the TSX Venture Exchange under the symbol "DCP.P".

The TSX Venture 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.

Contact Information

  • Deal Capital Ltd.
    Winnie Wong
    President & Director
    (604) 687-3520
    (604) 688-3392 (FAX)