|November 16, 2009|
Cadillac and Richview Announce Merger Agreement
|Toronto, November 17, 2009 -- Cadillac Ventures Inc. (TSXV-CDC) "Cadillac") and Richview Resources Inc. (TSX-RVR) ("Richview") are pleased to announce they have entered into an agreement (the "Agreement") providing for the amalgamation of Richview and a wholly-owned subsidiary of Cadillac pursuant to a three-cornered amalgamation (the "Amalgamation"). Under the Agreement, holders of common shares of Richview will exchange such shares for common shares of Cadillac on the basis of one-ninth (1/9th) of a Cadillac common share for each one Richview common share.|
The Amalgamation represents an approximately 38% premium to Richview shareholders based on the volume-weighted average price of Richview common shares on the TSX for the 30 days ended November 16, 2009 and the November 16, 2009 closing price of Cadillac's common shares on the TSXV.
Based on approximately 143 million Richview common shares issued and outstanding, Cadillac will issue approximately 15.9 million Cadillac common shares pursuant to the Amalgamation. On closing, assuming no exercise of any existing convertible securities of Cadillac or Richview, Cadillac will have approximately 58 million common shares outstanding, of which approximately 27.4% will be held by former shareholders of Richview. Pursuant to the Agreement, it is expected all outstanding warrants and agents' options to acquire common shares of Richview will be converted into warrants and options to acquire common shares of Cadillac and it is anticipated that all outstanding incentive stock options issued under Richview's stock option plan will be cancelled on or prior to the Amalgamation.
Completion of the Amalgamation is conditional upon, among other things, satisfactory completion of Cadillac's due diligence investigation on or before November 30, 2009 and approval of the Cadillac board of directors on or before November 20, 2009. The Agreement provides for a fee of $500,000 to be paid by Richview in certain circumstances if the Agreement is terminated by Richview.
Richview intends to hold a meeting of its shareholders on or before December 30, 2009 to consider the Amalgamation. Consequently, Richview's annual meeting, currently scheduled for this Thursday, November 19, 2009, will be cancelled in lieu of the meeting to be held to consider general business and to approve the Amalgamation. Assuming satisfaction of all conditions precedent, the Amalgamation is expected to close on January 1, 2010.
The Richview board of directors has unanimously approved the proposed transaction. Each of the directors and officers of Richview have signed support agreements indicating their intention to vote in favour of the Amalgamation.
Upon closing of the Amalgamation, the board of directors of Cadillac shall be comprised of eight persons consisting of the seven current directors of Cadillac and one nominee of Richview.
Cadillac is a development-focused exploration Company which has two Canadian exploration projects, located in regions that have been historically active, and exploration projects in Spain.
The New Alger project located outside of Cadillac, Québec is a wholly-owned, previously producing gold mine, where the Company has entered into a joint venture agreement with Renforth Resources Inc. for a three year $2.5 million exploration program. The Burnt Hill Project is a 51% owned tungsten tin project located outside of Fredericton, New Brunswick. In Spain, Cadillac is joint venture partner with Minas de Aguas Tenidas, S.A.U. regarding the exploration of a number of high potential properties surrounding the Aguas Tenidas Mine.
For more information regarding Cadillac, please visit Cadillac's website at www.cadillacventures.com, or call Norman Brewster, President and Chief Executive Officer, at 416 203-7722.
Richview is a Canadian public mining company that is focused on the exploration and development of deposits containing base metals, gold and platinum group elements in Canada.
Richview is the sole owner of the past-producing Thierry Mine property in north-western Ontario, adjacent to the town of Pickle Lake. Richview is committed to responsible development of natural resources while respecting local environmental, community and social interests.
For more information regarding Richview, please visit Richview's website at www.richviewresources.com, or call Sol Prizant, President and Chief Executive Officer at 416-703-5425.
Forward Looking Statements
This news release may contain certain forward-looking statements under applicable securities laws. All statements, other than statements of historical fact, are forward looking. Forwardlooking statements are frequently identified by such words as "may", "will", "plan", "expect",
"believe", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including completion of the Amalgamation, the speculative nature of mineral exploration and development, fluctuating commodity prices, the risks of obtaining necessary licences and permits and the availability of financing, as described in more detail in each of Cadillac's and Richview's securities filings available at www.sedar.com. Actual events or results may differ materially from those projected in the forward-looking statements and the reader is cautioned against placing undue reliance thereon. Cadillac and Richview assume no obligation to revise or update these forward-looking statements except as required by law. All dollar amounts are in Canadian dollars unless otherwise noted.
Neither the TSX, nor any other securities regulatory authority, has approved or disapproved of the contents of this news release.