Pepcap Ventures Inc. Announces Brokered Private Placement of Convertible Debenture Subscription Receipts

CALGARY, ALBERTA--(Marketwired - Dec. 5, 2014) -

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Pepcap Ventures Inc. (TSX VENTURE:WAV.P) (the "Corporation"), a capital pool company, is pleased to announce that the Corporation has entered into an engagement letter with Industrial Alliance Securities Inc. to issue subscription receipts for up to C$1,500,000 in gross proceeds (the "Offering") in connection with its proposed Qualifying Transaction with Asia Mining Management, B.V. (the "Proposed Transaction") on a best efforts, brokered basis. Subject to the policies of the TSX Venture Exchange (the "Exchange"), the Offering will consist of subscription receipts ("Subscription Receipts") where each Subscription Receipt entitles the holder thereof to one convertible debenture (the "Convertible Debenture") of the Corporation. Each Subscription Receipt will be automatically exchanged immediately prior to or in connection with 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% per annum Convertible Debenture of the Corporation with a par value of C$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 at a conversion price of C$0.15 per common share, subject to conventional anti-dilution adjustments and to certain escrow release conditions.

Proceeds from the sale of the Subscription Receipts will be used for an exploration program on the PT Krida Darma Andika mining concession, located in Sumatra, Indonesia, for general and administrative purposes and for expenses of the Qualifying Transaction. An independent geological report by IMC-SRG Consulting Limited recommends an exploration program consisting of surveys and boring in an initial phase consisting of an estimated expenditure of US$231,000.

Details regarding the Proposed Transaction were issued in prior news releases dated September 29, 2014 and July 12, 2013.

Sponsorship of the Qualifying Transaction is required by the Exchange unless an exemption from this requirement can be obtained in accordance with the policies of the Exchange. The Corporation intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.

The common shares of the Corporation are currently halted from trading and are not expected to resume trading until completion of the Qualifying Transaction.

ON BEHALF OF THE BOARD OF DIRECTORS:

Clark Swanson, President, Chief Executive Officer and Director

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposed Qualifying Transaction and associated transactions and the use of proceeds of the Offering. 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. The terms and conditions of the proposed Qualifying Transaction and the use of proceeds of the Offering may change based on the Corporation's due diligence and the receipt of tax, corporate and securities law advice for both the Corporation and Asia Mining Management, B.V. 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 the Qualifying Transaction, Offering and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, Offering 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.

Completion of the Qualifying 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular, filing statement or other continuous disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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. 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 press release.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.