|November 10, 2010|
Cadillac Announces $5 Million Private Placement Financing
Toronto, November 10, 2010 -- Cadillac Ventures Inc. (TSXV-CDC) ("Cadillac" or the "Company") is pleased to announce that it has entered into an agreement with Industrial Alliance Securities Corporation and including Secutor Capital Management Corporation (together, the "Agents"), for a private placement financing of units ("Units") at a price of $0.28 per Unit and flow-through units ("FT Units") at a price of $0.32 per FT Unit for aggregate gross proceeds of up to $5,000,000 (the "Offering").
The Offering is being made by the Agents on a commercially reasonable efforts basis and is expected to close later this month. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals. All securities to be issued under the Offering will be subject to four-month statutory hold period in Canada.
Each Unit consists of one common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to acquire a further common share of the Company at a price of $0.40 per share for a period of 24 months following the closing date.
Each FT Unit consists of one common share to be issued on a "flow-through" basis and one-half of one common share purchase warrant. Each whole Warrant will entitle the holder to acquire a further non-flow-through common share of the Company at a price of $0.45 per share for a period of 24 months following the closing date.
The Corporation has agreed to grant the Agents an option (the "Agents' Option") to increase the proceeds raised in the Offering by 15% in any combination of Units or FT Units at their respective issue price.
The net proceeds from the Unit offering will be used for general working capital purposes. The gross proceeds from the FT Unit offering will be used for exploration and development of the Company's Ontario properties. The Corporation's expenditures will qualify as "Canadian exploration expenses" and flow-through mining expenditures (as defined in the Income Tax Act (Canada) which can be renounced to purchasers for the 2010 taxation year.
Pursuant to an agreement between the Company and Trafigura Beheer, B.V. ("Trafigura"), an existing shareholder of the Company holding, directly and indirectly, 20,702,138 Cadillac shares representing approximately 25% of Cadillac's issued and outstanding common shares, Trafigura has the right to maintain its percentage equity interest in Cadillac for so long as it owns greater than 15% of Cadillac's outstanding shares. Accordingly, in addition to the number of Units and FT Units issued under the Offering, it is anticipated that Trafigura, directly or indirectly, will subscribe for that number of additional Units equal to 25% of the number of Units and FT Units issued under the Offering (including the exercise of the Agents' Option). Pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of Units to Trafigura constitutes a "related party transaction". The Company is 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 to be issued to Trafigura under the financing, nor the consideration for such securities, exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101.
Assuming exercise of the Agents' Option and exercise of Trafigura's pre-emptive right to maintain its percentage equity interest in Cadillac, and also assuming that only Units are issued and no FT Units are issued under the Offering, a maximum aggregate of 25,669,643 Units would be issued under the Offering.
Cadillac is a development-focused exploration company which owns 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 potentially economic 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 Pickle Lake Gold project held by Cadillac is a land package contiguous to three formerly productive historic gold mines; this project has been joint ventured to Newcastle Minerals Ltd. The Burnt Hill Project is a 51% owned tungsten tin project located outside of Fredericton, New Brunswick.
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.
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.