GeoVenCap Inc. (TSXV:GOV) announced a brokered private placement of 3,076,923 flow-through common shares at a price of CAD 0.10 per share for proceeds of CAD 400,000 and 6,000,000 units at a price of CAD 0.10 per share for proceeds of CAD 600,000 raising the gross proceeds of CAD 1,000,000 on February 7, 2013. Each unit consists of one common share of the company and one-half common share purchase warrant. Each warrant entitles the holder to purchase one common share of the company at a price of CAD 0.15 per share for a period of 24 months from the closing of the transaction.MGI Securities Inc. will act as the agent for the company. The company will receive cash commission of 8% to the agent and non-transferable warrants at a price of CAD 0.15 exercisable for a period of two years from the date of closing to acquire such number of common shares of the company as is equal to 8% of the aggregate number of flow-through shares and units issued under the offering. The transaction will close on or about February 27, 2013. All securities issued pursuant to the transaction will be subject to a four month and one day hold period from the date of closing of the transaction.

The company will provide over-allotment option to the agent which may be exercised for 30 days following the closing of the offering, pursuant to which the agent will have the right to sell additional flow-through shares and/or units in a maximum amount equal to 15% of the number of flow-through shares and units sold in the offering respectively.