Capricorn Announces Amendment to its Agreement with Caldera and Update
Regarding its Qualifying Transaction

TORONTO, Dec. 9 /CNW/ - Capricorn Business Acquisitions Inc. (TSX VENTURE: CAK.P) ("Capricorn"), a capital pool company which entered into a previously announced letter agreement (the "Agreement") dated March 30, 2010 with Caldera Geothermal Inc. ("Caldera", and together with Capricorn, the "Parties") to acquire all of the issued and outstanding securities of Caldera, is pleased to announce that the Parties have agreed to extend the exclusivity period initially set out in the Agreement to March 31, 2011. The aforementioned transaction will constitute Capricorn's qualifying transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the "Exchange"). The proposed Qualifying Transaction does not constitute a Non-Arm's Length Qualifying Transaction (as such term is defined in the Exchange policies).

The principal terms of the Qualifying Transaction are summarized below.

Amalgamation

Pursuant to the Agreement, Capricorn has agreed to form a new corporation ("Newco") for the purpose of amalgamating with Caldera. Newco will be a wholly-owned subsidiary of Capricorn incorporated under the Business Corporations Act (Ontario). As a condition of the Qualifying Transaction, Capricorn has agreed to consolidate (the "Consolidation"), immediately prior to completion of the Qualifying Transaction, its common shares (the "Capricorn Shares") on the basis of two (2) old shares for one (1) new share, and to change its name to "Caldera Geothermal Inc." or such other name as may be selected by the Parties and approved by the Exchange. The completion of the aforementioned Consolidation and name change are subject to the approval of shareholders of Capricorn and the approval of the Exchange.

Upon the amalgamation of Caldera and Newco, the holders of common shares in the capital of Caldera ("Caldera Shares") will be entitled to receive one (1) post-Consolidation common share in the capital of Capricorn (a "Post-Consolidation Share"), to be issued at an ascribed price of $0.25, for each one (1) Caldera Share (making an aggregate deemed purchase price of approximately $5,853,514 for all of the currently issued and outstanding Caldera Shares (being 23,414,059), before taking into account the Offering (as hereinafter defined) or any additional issuance of Caldera Shares prior to the closing of the Qualifying Transaction). In addition, all securities convertible into Caldera Shares will become securities convertible into Post-Consolidation Shares on the same exchange basis and having the same terms as Caldera convertible securities. The aforementioned share exchange ratio and ascribed price of $0.25 per Post-Consolidation Share were determined through arm's length negotiations between the Parties taking into account the initial public offering price of the Capricorn Shares on a post-consolidation basis (being $0.20 per Post-Consolidation Share) and the last financing price for Caldera (being $0.20 per unit) and taking into account the price of Caldera units to be issued under the Offering at $0.25 per unit (see below).

Capital Structure of Capricorn

Currently, Capricorn has 8,644,400 Capricorn Shares issued and outstanding. Capricorn also has 864,439 stock options and 574,440 agent's options issued and outstanding exercisable into Capricorn Shares.

Capital Structure of Caldera

Currently, Caldera has 23,414,059 Caldera Shares issued and outstanding. Caldera also has the following convertible securities currently issued and outstanding:

• 2,502,546 warrants each exercisable into one (1) Caldera Share at an exercise price of $0.25 per Caldera Share and for a period that is the earlier of (a) 60 months from the date of issuance, and (b) 24 months from the Completion of a Going Public Transaction (as such term is defined in such warrants);
• 150,000 warrants each exercisable into one (1) Caldera Share at an exercise price of $0.25 per Caldera Share and for a period that is the earlier of (a) 60 months from the date of issuance, and (b) the Completion of a Going Public Transaction (as such term is defined in such warrants);
• 200,000 warrants each exercisable into one (1) Caldera Share at an exercise price of $0.20 per Caldera Share and for a period that is the earlier of (a) 60 months from the date of issuance, and (b) 24 months from the Completion of a Going Public Transaction (as such term is defined in such warrants);
• 200,000 warrants each exercisable into one (1) Caldera Share at an exercise price of $0.20 per Caldera Share and for a period that is the earlier of (a) 60 months from the date of issuance, and (b) the Completion of a Going Public Transaction (as such term is defined in such warrants);
• 10,325,638 warrants each exercisable on or before the date that is 60 months from the date of issuance (subject to acceleration, as set out in such warrants) at an exercise price of $0.25 per Caldera Share at any time prior to the date that is 36 months from the date of issuance, $0.30 per Caldera Share at any time between the date that is 36 months and 48 months from the date of issuance, $0.35 per Caldera Share at any time between the date that is 48 months and 60 months from the date of issuance;
• 291,865 agent options each exercisable into a unit of Caldera at an exercise price of $0.10, each such unit comprised of one Caldera Share and one-half of one warrant of Caldera, with each whole such warrant exercisable into a Caldera Share at an exercise price of $0.25;
• 712,557 agent options each exercisable into a unit of Caldera at an exercise price of $0.20, each such unit comprised of one Caldera Share and one-half of one warrant of Caldera, with each whole such warrant exercisable into a Caldera Share at an exercise price of $0.25;
• 820,000 stock options each exercisable into one (1) Caldera Share at $0.25 per share for a period of 60 months from the date of issuance;
• 870,000 stock options each exercisable into one (1) Caldera share at $0.20 per share for a period of 36 months from the date of issuance; and
• Caldera has issued convertible debentures (the "Debentures") totalling $60,000. The Debentures have a term of 12 months due September 24, 2011 and bear interest at the rate of 12% per annum calculated annually and payable in cash on a quarterly basis in arrears. The principal amount of the Debentures and all accrued interest to December 31, 2010 shall be automatically converted into units of Caldera (such units having the same terms as the units to be issued pursuant to the Offering (as hereafter defined)) concurrently with the closing of the Qualifying Transaction at a conversion price equal to the offering price under the Offering. All interest accrued but not converted into units as aforementioned will be paid in cash on or about closing of the Qualifying Transaction. If Caldera has not completed a Going Public Transaction (as such term is defined in the Debentures) prior to the maturity of the Debentures, the principal amount and any accrued but unpaid interest will be repayable to the holders in cash.

In addition to the above, Caldera expects to issue approximately 1,796,000 additional Caldera Shares and 120,000 additional common share purchase warrants prior to closing of the Qualifying Transaction pursuant to obligations existing as of the date hereof (not including the securities to be issued pursuant to the Offering, as discussed below).

Update Regarding Concurrent Offering

Caldera has allowed the engagement of a syndicate of agents led by Versant Partners Inc. (and previously announced in the press release of Capricorn dated July 26, 2010) to expire and has now engaged Canaccord Genuity Corp. and Foundation Markets Inc. (collectively, the "Agents") as co-lead agents to undertake a brokered private placement financing (the "Offering") on revised terms. The Offering will be for units of Caldera ("Units") to be completed in conjunction with the Qualifying Transaction for gross proceeds of a minimum of $2,000,000 and a maximum of $3,000,000 (subject to the exercise of an over-allotment option, as hereafter described). The Parties have agreed to reduce the price of the Units being offered to $0.25 per Unit. Each Unit shall consist of one Caldera Share and one-half of one common share purchase warrant of Caldera (a "Warrant"), each whole Warrant exercisable into one Caldera Share at a price of $0.35 per Caldera Share for a period of 24 months from closing of the Offering (subject to acceleration in accordance with the terms of the Warrants).

Caldera has also granted the Agents an over-allotment option to purchase additional Units for additional gross proceeds of up to $2,000,000, exercisable 48 hours prior to closing of the Offering.

Upon closing of the Offering, Caldera shall pay the Agents a cash commission equal to 8% of the gross proceeds raised under the Offering and that number of Agent's warrants ("Agent's Warrants") equal to 8% of the Units sold, each such Agent's Warrant exercisable into one Caldera Share at a price of $0.25 for a period of 24 months from closing of the Offering.

Proposed Debt Financing

Capricorn has also agreed in principle to provide Caldera with a secured interest bearing loan in the amount of $225,000, the terms and conditions of which are currently being finalized by the Parties and are subject to the approval of the Exchange. The loan will mature the earlier of the date of completion of the Qualifying Transaction or June 30, 2011 and will be secured by a first charge against the shares of Geothermal Technical Partners Inc., Caldera's wholly owned operating subsidiary (which holds all of Caldera's geothermal assets), and/or such other available security, if any, as determined between the Parties.

Principal Securityholders of Caldera

The principal securityholders of Caldera are 1599597 Ontario Inc., a private company based in Toronto, Ontario that owns beneficially, directly or indirectly, or exercises control or direction over approximately 21.35% of the issued and outstanding Caldera's Shares as of the date hereof (on a non-diluted basis), and Foundation Financial Holding Corp. ("FFHC"), which owns and operates a Toronto based Merchant Bank and Exempt Market Dealer, that owns beneficially, directly or indirectly, or exercise control or direction over approximately 15.4% of the issued and outstanding Caldera Shares as of the date hereof (on a non-diluted basis). The spouse of Wesley Hall (of Toronto, Ontario), a director of Caldera, holds a controlling interest in 1599597 Ontario Inc. FFHC is controlled by Jeremy Goldman (of North York, Ontario), Yannis Banks (of Toronto, Ontario), who is a director and officer of Caldera, and The Goomie Trust, a trust formed under the laws of the Province of Ontario, who together hold over a 95% interest in FFHC. Foundation Markets Inc. and Foundation Opportunities Inc., subsidiaries of FFHC, provide advisory services to Caldera, and Foundation Markets Inc. has acted as agent on prior financings of Caldera and will act as co-lead agent on the Offering.

In addition, Caldera's senior management, as a group, own beneficially, directly or indirectly, or exercise control or direction over approximately 16.6% of the issued and outstanding Caldera Shares as of the date hereof (on a non-diluted basis). Caldera's senior management consists of Richard Zehner (of Reno, Nevada) and Michael Newman (of Richmond Hill, ON), who own approximately 9.7% and 6.9% of the issued and outstanding Caldera Shares, respectively, as of the date hereof (on a non-diluted basis). The balance of the Caldera Shares are held by approximately 73 additional shareholders.

Resulting Issuer

In conjunction with the completion of the Qualifying Transaction, it is expected that Capricorn will change its name to "Caldera Geothermal Inc." or such other name as may be selected by the Parties and approved by the Exchange. Assuming the completion of the Qualifying Transaction and all related transactions, including the Consolidation, the minimum Offering of $2,000,000 and the proposed amalgamation, Capricorn is expected to have 37,982,459 Post-Consolidation Shares, 17,723,284 warrants, 2,122,220 stock options and 1,931,642 broker options issued and outstanding on a non-diluted and Post-Consolidation basis upon closing of the Qualifying Transaction.

Closing Conditions

The closing of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, the following:

1. receipt of gross proceeds pursuant to the Offering of not less than $2,000,000 or otherwise as required for the resulting issuer to meet the Minimum Listing Requirements of the Exchange;
   
   
2. receipt of an exemption or waiver of sponsorship;
   
   
3. receipt of all required regulatory approvals, including the approval of the Exchange, of the Qualifying Transaction;
   
   
4. completion of all due diligence reviews;
   
   
5. receipt of all director and shareholder approvals as may be required under applicable laws or regulatory policies on or before March 31, 2011;
   
   
6. satisfaction of the Minimum Listing Requirements of the Exchange and all requirements under the Exchange rules relating to completion of a "Qualifying Transaction"; and
   
   
7. execution of a formal amalgamation agreement on or before March 31, 2011.

Proposed Management and Directors of the Resulting Issuer

On completion of the Qualifying Transaction, Caldera's current management will assume responsibility for Capricorn and Capricorn's board of directors will be comprised of a total of seven directors, of which six individuals will be the nominees of Caldera and one individual, being Yvan Routhier, will be the nominee of Capricorn. Caldera's nominees are to be selected from Caldera's current board of six directors, being Lewis Reford, Michael Newman, Richard Zehner, Wesley Hall, Jane Mackay, and Yannis Banks. The following are brief descriptions of the proposed officers and directors that will, collectively, assume management responsibility for Capricorn upon completion of the Qualifying Transaction:

Lewis Reford, Chairman of the Board, Director
Mr. Reford is an energy and finance professional with executive leadership and operational experience in North America and internationally. Mr. Reford is CEO of Schneider Power Inc., a renewable energy developer that is wholly-owned by Quantum Technologies, a California-based diversified alternative energy company. Previously, Mr. Reford served from 2008 to 2009 as a consultant to Gazit Canada, providing renewable energy and corporate finance advisory services from 2008 to 2009. He was President and CEO of MGI Securities, a full-service Canadian brokerage firm from 2006 to 2007 and Managing Director with J.P. Morgan Securities in New York and Toronto from 1998 to 2005. In addition, Mr. Reford currently serves on the Board of Directors of Gazit America Inc., a TSX listed real estate investment company (TSX: GAA). Mr. Reford has a background in the energy industry and has strong relationships with senior corporate and government leaders in Canada and institutional investors across North America. Mr. Reford holds a bachelor of science degree in geophysical engineering from the Colorado School of Mines.

Michael Newman, Chief Executive Officer, Director
Mr. Newman was most recently CEO of InterRent Real Estate Investment Trust (TSX: IIP.UN/IIP.DB) from 2006 to 2009, and President and CEO of InterRent International Properties Inc. (TSX-V: IIP) from 1999 to 2006. InterRent was founded by Mr. Newman in 1997 to acquire small multi-unit residential properties within the Greater Toronto Area and under his leadership, InterRent was named one of Canada's 100 Fastest Growing Companies by Profit Magazine in 2008 and 2009. Prior to starting InterRent, Mr. Newman was managing director of two family owned investment/merchant banks, as well as having been involved in ownership and management roles in a number of private and public companies in the electronics and telecommunications industries in Canada, the US, Middle East and Europe. Mr. Newman currently serves on the board of SKOR Food Group Inc. (TSX-V: SKF), Augen Capital Inc. (AUG-TSX.V), Galahad Metals Inc. (GAX-TSX.V), Leo Acquisitions Corp., and on the advisory board of The Succession Fund (one of Argosy Funds' private equity funds).

Richard Zehner, President, Director
Mr. Zehner is a geologist who was a Research Scientist at the Great Basin Center for Geothermal Energy, part of the University of Nevada, Reno. His work included publishing numerous maps and articles and over 80 geothermal-related GIS layers to aid in grass roots exploration, many derived from data collected by UNR researchers. He assembled a groundwater geochemical database to target Great Basin geothermal systems and helped develop exploration tools such as the 2m thermal probe. He has over 20 years experience exploring for active and fossil geothermal systems primarily in the Great Basin.

Michael Lam, CFO
Mr. Lam is a Chartered Accountant and Certified Public Accountant (Illinois) with close to 20 years of experience in a multitude of capacities. He was formerly a Senior Manager with Deloitte & Touche LLP specialising in Canadian and U.S. public companies filings. Mr. Lam has previously also served as Group Accountant at Vive Synergies Inc., a manufacturer of special telephony products and as Manager at KPMG (Mauritius). Mr. Lam originally qualified as a Chartered Certified Accountant (U.K.) in 1993 and subsequently qualified as a Chartered Management Accountant (U.K.) in 1996.

Wesley Hall, Director
Mr. Hall has over 15 years experience in Corporate Governance and Shareholder Communications. He founded Kingsdale Shareholder Services Inc. in 2003, Kingsdale Communications Inc. in 2009 and has been sought out to lead some of the high profile deals in North America including Petro Canada's $19 billion merger with Suncor Energy. Mr. Hall acts as director on the board of the Limited Market Dealers Association of Canada (LMDA). Mr. Hall is an Ernst & Young Entrepreneur Of The Year 2009 award recipient in Ontario.

Jane Mackay, Director
Ms. Mackay is a geologist and has worked in the Renewable Energy industry for the past 10 years, most recently as President and CEO of EnerAsia Renewable Corp., an Asia-focused wind and hydro development company. Her previous involvements include founder and President of Wind Works Energy Corp. (acquired by Creststreet Capital in 2007), founder and Director of Vindt Resources Inc. (amalgamated with Shear Wind Inc.). Prior to working in Renewable Energy, Ms. Mackay worked in Asia in the mining and exploration industry for over a dozen years and was President of PT KTR, a Phelps Dodge company located in Indonesia.

Yannis Banks, Director
Mr. Banks is Managing Director at FMI, a Toronto-based investment bank and corporate finance advisory group. He leads the energy and commodity practices for FMI with a focus on financing and advising growth companies and evaluating and acquiring energy and mineral projects. His experience includes working with renewable energy, mining and oil and gas companies in North and South America and Asia.

Yvan Routhier, Director
Mr. Routhier is currently the President and Director of Deltapac Packaging Inc., a Montreal-based manufacturer of plastic bottles and jars since November 2005. Mr. Routhier is also Secretary and a director of Sonoma Capital Inc., an unlisted capital pool company. Prior to this, Mr. Routhier was Vice-President, Business Development at GE Capital from 2000 through 2003 and has held a number of Account Manager positions at the National Bank of Canada, Banque Nationale de Paris, and Bank of Montreal. Mr. Routhier was awarded a Baccalaureate in Business Administration at Laval University in 1987 and an MBA at McGill University in 1997.

About Caldera Geothermal Inc.

Caldera is a geothermal exploration and development company focused on the Great Basin region of the western United States. The Great Basin region is attractive for geothermal development because it possesses proven geothermal resources, it is close to large markets for renewable power and it benefits from a favourable regulatory environment. Caldera uses an innovative exploration approach to discover new geothermal systems while mitigating technical and financial risk in the early and middle phases of resource identification. Caldera currently controls 19,873 acres of geothermal leases in Nevada including its McGee Mountain project in northwestern Nevada, for which Caldera was awarded a $1.6 million Department of Energy grant to further develop the property, and its Teels Marsh property.

Based on preliminary audited financial statements for Caldera, the estimated financial position of Caldera for the fiscal year ended April 30, 2010 is as follows: assets of $1,586,997 (including $960,891 in geothermal properties acquired), total liabilities of $480,812 and working capital of $98,186.

About Capricorn Business Acquisitions Inc.

Capricorn is a TSX Venture Exchange listed company and classified as a Capital Pool Company as defined in the TSX Venture Exchange Policy 2.4 by raising $574,440 in conjunction with its Initial Public Offering in March 2010. Capricorn's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction within the meaning of Exchange policies.

About Foundation Markets Inc.

Foundation is a Toronto-based boutique investment bank and corporate finance advisory firm licensed as an Exempt Market Dealer. The firm is focused on working with small- and medium-sized companies with rapid growth potential, specializing in assisting pre-public clients in accelerating access to private capital and executing going-public transactions. Foundation also works with public companies on financing, mergers and acquisitions transactions, and strategic advisory services.

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 Qualifying Transaction cannot close until the required shareholder approval is obtained. 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 or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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 TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

For further information:

Capricorn Business Acquisitions Inc.
Yvan Routhier
President and Director
[phone]
[email protected]

Caldera Geothermal Inc.
Yannis Banks
Director
[phone]
[email protected]