LeBoldus Capital Inc. announces execution of agreement to acquire prospective uranium property in Athabasca Basin of Saskatchewan



    CALGARY, Feb. 19 /CNW/ - LeBoldus Capital Inc. ("LeBoldus" or the
"Corporation") (TSXV: LEB.P) is pleased to announce a proposed transaction,
pursuant to which LeBoldus will acquire a prospective uranium property known
as the Green Lake Property ("Green Lake" or the "Property") in north east
Saskatchewan.
    LeBoldus, a capital pool company, entered into the Green Lake Property
Sale and Purchase Agreement on February 18, 2009 (the "Agreement") with an
arm's length public company vendor ("Vendor"), providing for the acquisition
of a one hundred percent (100%) undivided interest in two mineral claims,
comprising the Property, subject to a 2.5% Net Returns Royalty. Consideration
for the claims is $225,000 in cash, of which a $25,000 non-refundable deposit
has been paid, and the issuance of 6,000,000 common shares in the capital of
LeBoldus ("Common Shares"), within 10 days of the receipt of closing of the
acquisition. This transaction is intended to constitute LeBoldus' qualifying
transaction ("Qualifying Transaction") pursuant to the applicable policies of
the TSX Venture Exchange (the "TSXV"). The Qualifying Transaction is not
subject to the approval of the shareholders of the Corporation as it is not a
non-arm's length transaction in that the Vendor and LeBoldus and their
respective directors and officers are not related parties pursuant to
applicable securities laws and TSXV policies.

    
    The conditions to be satisfied or completed prior to the completion of the
Qualifying Transaction include the following:

    (a) the approval of the Qualifying Transaction by any regulatory
        authority having jurisdiction, including the TSXV;

    (b) LeBoldus being reasonably satisfied with a due diligence review of
        the Property, such due diligence investigation to commence
        immediately and to be completed on or before 15 days from the date a
        geological report, prepared in accordance with National Instrument
        43-101, is received by LeBoldus;

    (c) there will have been no material adverse change in the Property, or
        to the Vendor's title to the Property;

    (d) there being no encumbrances on the Property;

    (e) there being no current or threatened environmental actions or notices
        or any situation that could give cause for such event; and

    (f) closing of a private placement of not less than $800,000 to be
        completed at closing of the Qualifying Transaction, which may include
        the sale of $600,000 of units comprised of Common Shares issuable on
        a 'flow-through' basis and warrants to acquire a further Common Share
        at a price of $0.50 per share for a period of 24 months from the date
        of issuance, subject to acceleration in certain circumstances, and
        not less than $200,000 of Common Shares at a price of $0.20.

    Financing
    ---------
    
    Concurrent with the acquisition of the Property, LeBoldus intends to
raise not less than $800,000 on a private placement basis (the "Private
Placement") by issuing 2,000,000 units ("Units") at a price of $0.30 per Unit
to fund exploration activities and 1,000,000 Common Shares at a price of $0.20
for general working capital. Each Unit shall consist of one Common Share
issued on a flow-through basis and one warrant ("Warrant"), with each Warrant
providing the holder thereof to acquire one Common Share at a price of $0.50
per share for a period of 24 months from the date of issuance ("Expiry Date").
The Expiry Date will be subject to acceleration without notice to holders of
the Warrants to 30 days from the date the closing price of the Common Shares
is equal to or greater than $0.50 per Common Share on the TSXV.
    Following the Qualifying Transaction, the current shareholders of
LeBoldus will hold approximately 24% of the issued and outstanding Common
Shares, the new shareholders as a result of the completion of the Private
Placement in conjunction with the Qualifying Transaction will hold
approximately 29% of the issued and outstanding Common Shares and the Vendor
of the Property will hold approximately 57% of the issued and outstanding
Common Shares.

    
    Corporate Structure
    -------------------
    
    It is expected that in conjunction with the closing of the Qualifying
Transaction certain members of the Corporation's management and board of
directors will be replaced. Proposed new directors and management will be
announced along with more comprehensive information relating to the Property
in the near future.
    LeBoldus will apply to the TSXV in order to be exempt from the
sponsorship requirements of TSXV policies. At the request of the Corporation,
trading in the shares of LeBoldus has been halted and will remain halted in
accordance with the policies of the TSXV.

    Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to Exchange Requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
highly speculative.

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

    %SEDAR: 00026745E




For further information:

For further information: Evatt Merchant, President, Chief Executive
Officer and Director, LeBoldus Capital Inc., Suite 400, 2710 - 17th Avenue
S.E., Calgary, AB, T2A 0P6, Telephone: (403) 237-9777, Facsimile: (403)
237-9775, E-mail: emerchant@merchantlaw.com

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LEBOLDUS CAPITAL INC.

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