Pepcap Ventures Inc. Announces Closing of Subscription Receipt Financing

CALGARY, ALBERTA--(Marketwired - April 29, 2015) -

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Pepcap Ventures Inc. (TSX VENTURE:WAV.P) (the "Corporation" or "Pepcap"), a "capital pool company", as such term is defined in the policies of the TSX Venture Exchange (the "TSXV" or "Exchange"), is pleased to announce that the Corporation has closed the previously announced brokered private placement of 6,500 subscription receipts of the Corporation ("Subscription Receipts") for gross proceeds of $650,000 (the "Brokered Offering") with Industrial Alliance Securities Inc. ("Industrial") acting as agent. The Brokered Offering was completed in connection with the Corporation's "Qualifying Transaction" (as such term is defined in the policies of the Exchange) involving Asia Mining Management, B.V. ("Asia Mining") whereby the Corporation intends to acquire 51% of the total issued and outstanding shares of Asia Mining and hold an indirect controlling interest in PT. Krida Darma Andika, a 99.6% owned subsidiary of Asia Mining that owns mining concessions in Sumatra, Indonesia divided into two coal blocks, including three coal concessions that are located in the Napal Putih and Putri Hijau districts of North Bengkulu Regency of Bengkulu Province, Indonesia (the "Properties").

Each Subscription Receipt will be automatically exchanged immediately prior to the completion of the Qualifying Transaction (without any further action by the holder of such Subscription Receipt and for no further payment) for one 8% convertible secured debenture ("Convertible Debenture") with a par value of $100 per Convertible Debenture and a 36 month maturity period, convertible at the election of the debenture holder at any time into common shares of the Corporation ("Pepcap Shares") at a conversion price of $0.15 per Pepcap Share, subject to conventional anti-dilution adjustments and to certain escrow release conditions.

The proceeds from the Brokered Offering ("Escrowed Funds") have been deposited in escrow with Alliance Trust Company pending closing of the Qualifying Transaction and certain connected transactions. If the Qualifying Transaction and/or certain connected transactions do not close, the Escrowed Funds will be returned to the subscribers of the Brokered Offering. The proceeds from the Brokered Offering, once released from escrow, will be used for an exploration program on the Properties, for general and administrative purposes and for expenses of the Qualifying Transaction. The Subscription Receipts, Convertible Debentures and underlying Pepcap Shares will be subject to a 4 month hold in accordance with applicable securities law.

Industrial will receive a cash commission of 8% of the aggregate gross proceeds from the Brokered Offering on the closing of the Qualifying Transaction.

The Corporation also expects to complete a non-brokered private placement (the "Non-Brokered Offering", and together with the Brokered Offering, the "Financing") in connection the Qualifying Transaction, the aggregate gross proceeds of the Financing being up to a maximum of $1,500,000.

Additional Information

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, completion of the Financing for minimum aggregate gross proceeds of $850,000, closing conditions customary to transactions of the nature of the Qualifying Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Qualifying Transaction and final acceptance from the Exchange of Qualifying Transaction.

The Pepcap Shares are currently suspended from trading and are to remain suspended from trading until completion of the Qualifying Transaction in accordance with the policies of the Exchange. Assuming the Exchange grants final acceptance of the Qualifying Transaction, it is anticipated that the Pepcap Shares will resume trading on the Exchange shortly after the Exchange issues its final approval of the Qualifying Transaction under the trading symbol "WAV".

There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement of the Corporation dated March 31, 2015 prepared in connection with the Qualifying Transaction, 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 should be considered highly speculative.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Qualifying Transaction, the Financing and associated transactions. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those that are currently contemplated by these statements depending on, among other things, the risks that the parties will not proceed with or complete the Qualifying Transaction, the Financing and associated transactions and that the Qualifying Transaction, the Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.