| October 05, 2009 Capella Announces $3.0 Million Brokered Private Placement | |
| Vancouver, B.C., October 5, 2009 -- CAPELLA RESOURCES LTD. (TSX-V: KPS) ("Capella" or the "Company") is pleased to announce that it has negotiated a commercially reasonable efforts private placement (the "Offering") with a syndicate of agents led by Canaccord Capital Corporation ("Canaccord") and including Haywood Securities Inc. ("Haywood" and together with Canaccord, the "Agents") for up to 10,000,000 units (the "Units") at a price of $0.30 per Unit for gross proceeds of up to $3,000,000. Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to subscribe for one additional Common Share at a price of $0.45 for a period of 24 months from the date of closing of the Offering (the "Closing"). In the event that after four months and one day after the Closing, the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (or such other stock exchange on which the Common Shares are listed and where a majority of the trading volume occurs), for a period of 20 consecutive trading days exceeds $1.00, the Company may, within five days after such an event, provide notice to the Warrant holders of early expiry and thereafter, the Warrants will expire on the date which is 30 days after the date of the notice to the Warrant holders. The Company has also granted the Agents an over-allotment option (the "Over-allotment Option") to solicit additional Units, subject to confirmation by the Company, to raise additional gross proceeds of up to $500,000, exercisable forty-eight hours prior to Closing. If the Agents exercise the Over-allotment Option in full, the Offering will consist of up to 11,666,666 Units for gross proceeds of up to $3,500,000. The Units will be made available by way of private placement exemptions to accredited investors (as such term is defined by National Instrument 45-106 -- Prospectus and Registration Exemptions) in Canada and in certain exempt jurisdictions outside of Canada as may be agreed upon by the Company and the Agents. On Closing, the Company will pay the Agents a cash commission equal to 7% of the gross proceeds of the Units sold and will issue the Agents non-transferable broker warrants (the "Broker Warrants") equal to 10% of the Units sold. Each Broker Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.35 per Common Share for a period of 24 months from the Closing. The Company will also reimburse the Agents for reasonable fees and expenses incurred in connection with the Offering and will pay Canaccord a corporate finance fee. Closing of the Offering is anticipated to occur on or before October 27, 2009 and is subject to the receipt of all necessary corporate and regulatory approvals including approval of the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation. The funds raised from the issuance of the Units will be used for general exploration expenditures and general working capital purposes. About Capella Resources Ltd. Capella Resources Ltd. is a publicly traded, junior exploration and mineral development company with a strong portfolio of precious and base metal projects in Chile, USA and Atlantic Canada. The Company has a 100% interest in the Lajitas and Nevada gold-copper properties located in the Maricunga Gold and Copper District approximately 700 kilometres northwest of Santiago, Chile. The properties comprise ten exploration claims and six exploitation claims totalling a cumulative 3,500 hectares in area. The Company holds a 100% interest in the Tinton Gold Project located 15 kilometres west-northwest of the famous and historic Homestake Mine in the Black Hills at Lead, South Dakota. The Tinton property consists of 1,270 hectares contained in 157 unpatented mining claims. The Company also holds 3839 mineral exploration claims covering an aggregate land area of over 71,558 hectares in Atlantic Canada (Nova Scotia, New Brunswick and Newfoundland and Labrador). CAPELLA RESOURCES LTD. (signed) per: "Richard Bachman" Richard Bachman, Chief Executive Officer, President & Chief Geological Officer For further information, please contact: Capella Resources Ltd. Graham Johnstone 1-778-331-2023 Toll Free: 1-877-321-7474 Email: info@capellaresources.com FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. The Company's actual results and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. These factors include: results of exploration activities and development of mineral properties, fluctuations in the marketplace for the sale of minerals, the inability to implement corporate strategies, the ability to obtain financing, currency fluctuations, general market and industry conditions and other risks disclosed in the Company's filings with Canadian Securities Regulators. Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. | |
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