Naples Capital Corp.
TSX VENTURE : NAP.P

August 23, 2007 18:04 ET

Naples Provides Update on Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Aug. 23, 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") is pleased to announce that, further to its news releases of April 17, 2007 and July 23, 2007, the proposed qualifying transaction (the "Qualifying Transaction") with Takara Resources Inc. (formerly named 0754545 B.C. Ltd.) ("Takara") is scheduled to close on or before September 15, 2007. The closing of the Qualifying Transaction is subject to certain conditions as set out herein.

Naples filed a filing statement (the "Filing Statement") dated August 22, 2007 with the TSX Venture Exchange (the "Exchange") and applicable securities commissions disclosing the Qualifying Transaction with Takara, the concurrent financing by Takara and details about Takara's business. The filing statement is available on the SEDAR website at www.sedar.com.

In furtherance of the Qualifying Transaction, Naples entered into an amended and restated arrangement agreement with Takara dated effective August 1, 2007 (the "Arrangement Agreement"). The Qualifying Transaction involves the proposed arm's length acquisition of Takara, a private company that has entered into a joint venture agreement with a private US corporation (the "Kaibab Joint Venture"). The Kaibab Joint Venture enables Takara to earn up to a 90% interest in the joint venture project, initially comprised of forty-seven lode mining claims, located in Arizona, prospective for uranium mineralization (breccia pipes).

Takara has entered into a financing engagement letter dated July 23, 2007 (the "Engagement Agreement") with Initial Capital Partners Ltd. ("Initial Capital"). Pursuant to the Engagement Agreement, Initial Capital has agreed to raise a minimum of $2,000,000 and a maximum of $3,000,000, on a private placement basis (the "Private Placement"), to accredited investors. The Private Placement will consist of an offering of up to 6,000,000 units of Takara, at a price of $0.50 per unit ("Unit"). 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 $0.65, for a period of 18 months after issuance.

Pursuant to the Arrangement Agreement, and as part of the Qualifying Transaction, all of the issued and outstanding securities of Takara, including common shares and warrants issued pursuant to the Private Placement, shall be taken up by Naples and paid for by the issuance of an equal number of common shares and warrants of Naples, upon the same terms, at a ratio of 1:1. The securities to be issued by Naples to purchasers under the Private Placement in connection with the Qualifying Transaction will not be subject to a restricted hold period under applicable securities laws.

Takara shall pay a commission to Initial Capital equal to 8 1/2% of the gross proceeds of the Private Placement, in addition to the issuance of a number of Units ("Brokers Units") equal to 10% of the total Units subscribed for under the Private Placement. The Brokers Units shall have the same terms and conditions as the Units subscribed for under the Private Placement.

Pursuant to the policies of the Exchange, Naples was required to complete its Qualifying Transaction on or before August 22, 2007. The Exchange has granted Naples a requested extension to the trading suspension deadline until September 15, 2007 to complete its Qualifying Transaction. If the Qualifying Transaction is not completed on or before September 15, 2007, the Exchange may proceed to change Naples' trading status to a halt or suspension without further notice.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and closing of the Private Placement. There can be no assurance that the proposed Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company, such as Naples, should be considered highly speculative.

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