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Bell Coast Capital Corp.: Sheep Mountain Terms Amended $3,000,500 Financing Arranged.


VANCOUVER, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography
 -- Bell Coast Capital Corp. (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
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Mr. Rahoul Sharan, President of Bell Coast Capital Corp. ("Bell Coast") is pleased to announce that it is proceeding with its due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  of the Sheep Mountain uranium mines Uranium mining is presently carried out in more than 25 countries around the world. An estimated 100 or more uranium mines in different stages of development are reported. Major uranium mines are located in Canada, Australia and Kazakhstan that contribute more than half of world's uranium  and properties held by US Energy Corp. (Nasdaq SC:USEG) and Crested Corp. (BB:CBAG) doing business as USECC.

As part of its due diligence, Bell Coast and USECC have re-negotiated the total acquisition cost of the Sheep Mountain project. Bell Coast will now make payments up to $4,050,000 and 4 million shares of Bell Coast common stock to US Energy and Crested. The initial $100,000 is a non-refundable deposit. The balance of cash and the shares will be paid by installment through December 29, 2007 starting when Bell Coast completes due diligence and the definitive agreement for Bell Coast to acquire a 50% interest in the properties is signed. In the event that uranium uranium (yrā`nēəm), radioactive metallic chemical element; symbol U; at. no. 92; at. wt. 238.0289; m.p. 1,132°C;; b.p. 3,818°C;; sp. gr. 19.  prices rise above $30 per pound for a period of 30 consecutive days, an additional $3 million (as opposed to $6 million previously) in cash will be paid to USECC and Crested. Bell Coast will be responsible for the first $500,000 of exploration at Sheep Mountain. This letter agreement remains subject to the approval of the TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
.

Bell Coast is also pleased to announce that it has signed an engagement letter with Canaccord Capital Corporation ("Canaccord" or the "Agent") whereby Canaccord will act as Agent, on a commercially reasonable efforts basis, to conduct a private placement to raise up to $3,000,500 for Bell Coast. The placement will consist of up to 17,650,000 units at a price of $0.17 per unit. Each unit will consist of one common share of Bell Coast and one-half of one transferable share purchase warrant. Each whole warrant will be exercisable into one common share for a period of 2 years from closing at a price of $0.25. This financing is subject to Canaccord's review of the proposed terms and conditions of the acquisition and its own due diligence and, in the event these matters are satisfactory to Canaccord, the financing will be scheduled to close concurrently with the acquisition of the interest in the Sheep Mountain project.

The offering will also include an over-allotment option under which the Agent may solicit and accept subscriptions for an additional 6,000,000 units ($1,020,000) from purchasers. Canaccord will be paid an 8% cash commission and agent warrants equal to 10% of the offering sold. Each agent warrant will be exercisable into a common share at $0.17 per share for a period of two years from closing.

The Agent will also be paid a fee of 250,000 units having the same terms as the units offered and an administration fee of $5,000.

The proceeds of this financing will be used to fund the acquisition of 50% of the Sheep Mountain uranium mines from USECC., to do further exploration work on the Sheep Mountain project and general working capital.

Bell Coast has retained the services of Stuart Wallis, P.G., P. Geo of Roscoe Postle Associates Inc., to assist with its due diligence of the Sheep Mountain Project.

To find out more about Bell Coast Capital Corp., visit our website at www.bellcoastcapital.com.

BELL COAST CAPITAL CORP.

Rahoul Sharan, President

WARNING: The Company relies on litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 protection for "forward looking" statements. Actual results could differ materially from those described in the news release as a result of numerous factors, some of which are outside the control of the Company.

This news release does not constitute an offer to sell or a solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to sell any of the securities in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . The securities have not been and will not be registered under the United States Securities Act of 1933, as amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
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Publication:Business Wire
Geographic Code:1CANA
Date:Nov 25, 2004
Words:719
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