TORONTO, ONTARIO--(Marketwired - Nov 25, 2013) - Cadillac Ventures Inc. (TSX VENTURE:CDC) (CADIF) ("Cadillac" or the "Company") announces that it intends to complete a non-brokered private placement offering of units ("Units") at Cdn$0.05 per Unit and flow-through units ("FT Units") at Cdn$0.06 per FT Unit for aggregate gross proceeds of up to Cdn$1.5 million (the "Offering").
Each Unit will consist of one common share and one common share purchase warrant (a "Warrant"). Each FT Unit will consist of one common share to be issued on a "flow-through" basis and one-half of one Warrant. Each whole Warrant will entitle the holder to acquire a further common share of the Company at a price of Cdn$0.10 per share for a period of 24 months following the closing date.
In connection with the Offering, the Company may (i) pay to certain finders (each, a "Finder") a cash commission ("Commission") equal to up to 8% of the gross proceeds of the Offering, and/or (ii) issue to Finders compensation options ("Compensation Options") exercisable to acquire that number of common shares of the Company equal to up to 8% of the total number of Units and Flow-Through Units issued pursuant to the Offering. Each Compensation Option shall be exercisable to acquire one common share of the Company for a period of 24 months following the closing of the Offering at a price of Cdn$0.06 per share, or such greater exercise price as may be required by the TSX Venture Exchange.
The proceeds from the FT Unit offering will be used for exploration and development of the Company's Canadian properties. The Company's expenditures will qualify as "Canadian exploration expenses" (as defined in the Income Tax Act (Canada)) which can be renounced to purchasers for the 2013 taxation year. The net proceeds from the Unit offering will be used for general working capital purposes.
Urion Mining International B.V. ("Urion") an existing shareholder of the Company and an indirect wholly-owned subsidiary of Trafigura Beheer, B.V., holding approximately 25% of Cadillac's issued and outstanding common shares, may elect to participate in the Offering to maintain its percentage ownership interest in Cadillac. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of securities to Urion constitutes a "related party transaction". If Urion participates in the Offering, the Company anticipates being exempt from obtaining both a formal valuation and minority shareholder approval in connection with the Offering because neither the fair market value of the securities to be issued to Urion under the Offering, nor the consideration for such securities, will exceed 25% of the Company's market capitalization as calculated in accordance with MI 61-101.
All securities to be issued under the Offering will be subject to four-month statutory hold period in Canada.
Cadillac is a development-focused copper company currently advancing its 100% owned Thierry Property, near Pickle Lake, Ontario. The Thierry Property consists of the past producing Thierry Mine and hosts two NI 43-101 compliant resources: Thierry Mine and K1-1.
In addition, Cadillac also holds a 51% interest in the Burnt Hill Project, a historic tungsten/tin mine taken to test production by Mr. Norman Brewster P.Geo for Canadian International Paper during the early 1980's. Cadillac looks forward to resuming the development of this project.
Forward Looking Statements
This news release contains forward-looking statements and information under applicable securities laws, including with respect to the completion of the Offering and the anticipated use of proceeds therefrom. 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. Such statements and information 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 approvals (including from the TSX Venture Exchange), 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. Forward-looking information speaks only as of the date on which it is provided and Cadillac assumes no obligation to revise or update these forward-looking statements except as required by applicable law. All dollar amounts are in Canadian dollars unless otherwise noted.
For more information regarding Cadillac, please visit the Company's website at www.cadillacventures.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.