Naples Capital Corp.
TSX VENTURE : NAP.P

August 31, 2007 13:19 ET

Naples Capital Corp.: Qualifying Transaction-Private Placement Price Change

CALGARY, ALBERTA--(Marketwire - Aug. 31, 2007) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Naples Capital Corp. (TSX VENTURE:NAP.P) ("Naples") announces that Takara Resources Inc. ("Takara"), the company which Naples proposes to acquire as part of its Qualifying Transaction, has amended its financing engagement agreement with Initial Capital Partners Ltd.

Takara has revised the terms of its private placement of up to $3,000,000 (the "Private Placement") by changing the price per unit ("Unit") to $0.35. Each Unit will be comprised of one common share and one-half of one non-transferable purchase warrant ("Warrant"). Each Warrant shall entitle the holders thereof to acquire one additional share of Takara at a price of $0.50, for a period of 18 months after issuance, and shall no longer be subject to a call provision. The revised Private Placement will consist of an offering of up to 8,571,429 Units of Takara, all of which will be free from trading restrictions upon closing of the Qualifying Transaction with Naples; all other terms of the Private Placement shall remain the same.

Naples is continuing to pursue completion of its Qualifying Transaction. This news release should be read in conjunction with Naples' news releases dated August 23, 2007, July 23, 2007 and April 17, 2007 in regard to its proposed Qualifying Transaction.

The securities of Naples and Takara have not been, and after the closing of the Qualifying Transaction, will not be, registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States or to any "US Person" (as defined in Regulation S under the Securities Act of 1933) absent registration or an exemption from registration.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Certain information contained in this press release, including information and statements which may contain words such as "could", "plans", "should", "anticipates", "expect", "believe", "will", and similar expressions and statements relating to matters that are not historical facts are forward-looking information. All of the forward-looking information contained in this press release is qualified by this cautionary statement. There can be no assurance that the actual results or developments anticipated by Naples, as expressed or implied by the forward-looking information, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Naples or its business operations. Naples disclaims any intention or obligation to update or revise any forward-looking information as a result of new information or future events. Readers should not place undue reliance on forward-looking information.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Naples Capital Corp.
    Michael G. Thomson
    President
    (613) 832-7839 or Cell: (613) 864-4005