Amicus Capital Corp. files preliminary prospectus


    TSX Venture Exchange
    Canadian Trading Symbol: AIC

    VANCOUVER, Aug. 14 /CNW/ - Amicus Capital Corp. (the "Corporation"), a
capital pool company, is pleased to announce that it has filed a preliminary
long-form prospectus in connection with a proposed public offering (the
"Offering") of 7,000,000 common shares (the "Shares") to be issued at a price
of $0.50 per Share (the "Offering Price"), and 36,000,000 common shares of the
Corporation to be issued at a deemed price equal to the Offering Price to
holders of shares of Rainbow Trend Limited ("Rainbow") in connection with the
acquisition of all issued shares of Rainbow by the Corporation, which will
constitute the Corporation's Qualifying Transaction under the TSX Venture
Exchange policies. The Offering will result in gross proceeds to the
Corporation of up to $3,500,000.
    Blackmont Capital Inc. (the "Agent") will act as agent in the Offering,
on a commercially reasonable efforts basis. The Agent has been granted an
option, exercisable not later than 60 days from the closing of the Offering,
to arrange for the sale of up to an additional 1,050,000 common shares at the
Offering Price (the "Additional Shares") to cover over-allotments and for
market stabilization, if necessary. A commission of 9% of the gross proceeds
of the Offering will be paid to the Agent (except for proceeds from sales to
subscribers who are introduced by principals of the Corporation or Rainbow, on
which the Agent will receive a cash commission of 5%). In addition, the Agent
will receive non-transferable share purchase warrants entitling the Agent to
purchase that number of common shares as is equal to 10% of the number of
Shares and Additional Shares sold under the Offering.
    The Offering is being completed concurrently with the Corporation's
Qualifying Transaction. Following the completion of the Offering and the
Qualifying Transaction, the net proceeds from the Offering is expected to be
used to fund marketing programs, research and development, an enterprise
resource planning system and general working capital of the resulting issuer.

    This press release is not an offer of securities for sale or the
    solicitation of an offer to buy securities in the United States or
    Canada. Securities may not be offered in the United States.

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

    Cautionary Note Regarding Forward-Looking Information

    Information set forth in this news release may involve forward-looking
statements. Forward-looking statements are statements that relate to future,
not past, events. In this context, forward-looking statements often address a
company's expected future business and financial performance, and often
contain words such as "anticipate", "believe", "plan", "estimate", "expect",
and "intend", statements that an action or event "may", "might", "could",
"should", or "will" be taken or occur, or other similar expressions. By their
nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or other future events, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among
others, the following risks: risks associated with marketing and sale of
securities; the need for additional financing; title matters; environmental
liability claims and insurance; reliance on key personnel; the potential for
conflicts of interest among certain officers, or directors with certain other
projects; the absence of dividends; competition; dilution; the volatility of
our common share price and volume. Forward-looking statements are made based
on management's beliefs, estimates and opinions on the date that statements
are made and the Corporation undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions or other
circumstances should change. Investors are cautioned against attributing undue
certainty to forward-looking statements.

For further information:

For further information: Amicus Capital Corporation, Thomas Lamb, Chief
Executive Officer, (604) 762-8682

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