|June 17, 2010|
Cadillac Closes $4.61 Million in Private Placement Financing
Toronto, June 17, 2010 - Cadillac Ventures Inc. (TSXV-CDC) ("Cadillac") is pleased to announce that it has closed the second and final tranche of its previously announced private placement financing and has raised total gross proceeds under the financing of approximately $4.61 million. The size of the financing was increased due to investor demand by approximately $860,000 from $3.75 million to $4.61 million.
Under the second tranche closing, Cadillac issued an additional 8,205,333 units ("Units") and 7,200,000 flow-through units ("Flow-Through Units") for additional gross proceeds of approximately $3.61 million. Each Unit was issued at $0.22 and consists of one common share and one-half of one warrant. Each Flow-through Unit was issued at $0.25 and consists of one "flow-through" common share and one-half of one warrant. Each whole warrant will be exercisable for 24 months for one common share at $0.35. In total, Cadillac issued 11,081,333 Units and 8,684,000 Flow-Through Units pursuant to this financing.
The proceeds from the financing will principally be used for exploration expenditures in respect of Cadillac's work projects and for general working capital purposes.
Of the proceeds raised under the financing, $1.5 million was raised through the sale of 6,000,000 Flow-Through Units to MineralFields Group.
"We are very pleased to be entering into this relationship with MineralFields Group and we look forward to working with MineralFields Group as we continue to develop our Thierry Property", said Norman Brewster, President and CEO of Cadillac.
In connection with the financing Cadillac paid an aggregate cash finder's fee of $307,665 and issued an aggregate of 1,440,106 compensation options to registrants. Each compensation option entitles the holder to purchase one common share of Cadillac at a price of $0.35 per share for one year.
All of the securities issued under the private placement will be subject to statutory restrictions on resale for a period of four months.
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the financing constituted a "related party transaction" for Cadillac as Trafigura Beheer, B.V. ("Trafigura"), an existing shareholder of the Company, subscribed for 4,941,333 Units, representing approximately 25% of the offering. Prior to closing, Trafigura held 15,760,806 shares of Cadillac representing approximately 25% of Cadillac's pre-closing outstanding common shares. Post-closing, Trafigura holds 20,702,139 common shares of Cadillac (representing approximately 25% of Cadillac's outstanding shares) and warrants to acquire 8,241,695 additional common shares, which, if exercised, will result in Trafigura holding approximately 31.5% of Cadillac's then outstanding common shares.
Cadillac was exempt from obtaining both a formal valuation and minority shareholder approval in connection with the financing because neither the fair market value of the common shares and warrants issued under the financing, nor the consideration for such securities, exceeded 25 per cent of the Cadillac's market capitalization as calculated in accordance with MI 61-101.
Cadillac is a development-focused exploration Company which has the past-producing Thierry Property near Pickle Lake in Northern Ontario, several exploration projects in Spain in joint venture with MATSA and three Canadian exploration projects, located in regions that have been historically active.
The Thierry Property encompasses the past producing Thierry Mine which ceased production in 1982 leaving mineralization in situ. In addition to the Thierry mine project Cadillac wholly owns the New Alger project, a previously productive gold mine, located outside of Cadillac, Quebec, where the Company has entered into a joint venture agreement with Renforth Resources Inc. for a three year $2.5 million exploration program. In Spain, the Company is joint venture partner with Minas de Aguas Tenidas, S.A.U. regarding the exploration of 12 different investigation licenses surrounding the Aguas Tenidas Mine in the Iberian Pyrite Belt of southern Spain. The Burnt Hill Project is a 51% owned tungsten tin project located outside of Fredericton, New Brunswick. The Company also holds the Pickle Gold project comprised of 21 claims in the vicinity of 3 historically productive gold mines near Pickle Lake, and the Kirkland Gold project, located about 15 kilometres west of the town of Kirkland Lake.
For more information regarding Cadillac, please visit our website at www.cadillacventures.com, or call Norman Brewster, President and Chief Executive Officer, at 416 203-7722.
About MineralFields, Pathway and First Canadian Securities ®
MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver Montreal and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities ® (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities®.
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. Forward-looking 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 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 the Company'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 assumes 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.