Cadillac Announces $7 Million Brokered Private Placement Financing
24 October 2011 - 9:45PM
PR Newswire (Canada)
/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND
IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./ TORONTO, Oct.
26, 2011 /CNW/ - Cadillac Ventures Inc. (TSXV-CDC) ("Cadillac" or
the "Company") is pleased to announce that it has engaged a
syndicate of agents led by NCP Northland Capital Partners Inc. and
including Stifel Nicolaus Canada Inc. and Secutor Capital
Management Corporation (the "Agents") to complete a private
placement financing, on a reasonable efforts basis, of units (the
"Units") at a price of $0.21 per Unit and flow-through common
shares (the "Flow-Through Shares") at a price of $0.23 per
Flow-Through Share, in any combination, for aggregate gross
proceeds of up to $7,000,000. Each Unit will consist of one common
share and one-half of one common share purchase warrant (a
"Warrant"). Each whole Warrant will entitle the holder to purchase
one common share of the Company at a price of $0.35 per common
share for a period of 24 months following the closing date. The
Company has agreed to grant the Agents an option, exercisable up to
48 hours before closing of the Offering to increase the proceeds
raised in the Offering by up to 15% in any combination of Units or
Flow-Through Shares at their respective issue price (the "Agents'
Option"). The Company intends to use the net proceeds from the sale
of the Units towards a Preliminary Economic Assessment on the
Thierry Property by early 2012, for development of the Company's
properties and for working capital purposes. The gross proceeds
from the sale of the Flow-Through Shares will be used for Canadian
Exploration Expenses on the Thierry Property in Ontario. The
Offering is being made by the Agents on a reasonable efforts basis
and is subject to certain conditions including, but not limited to,
receipt of all necessary regulatory approvals. The Offering
is expected to close on November 15, 2011. All securities to
be issued under the Offering will be subject to a four-month
statutory hold period in Canada. Pursuant to an agreement between
the Company and Trafigura Beheer, B.V. ("Trafigura"), which
agreement was subsequently assigned by Trafigura to its indirect
wholly-owned subsidiary, Urion Mining International B.V. ("Urion"),
Urion, an existing shareholder of the Company holding, directly and
indirectly, approximately 25% of Cadillac's issued and outstanding
common shares, has the right to maintain its percentage equity
interest in Cadillac. It is anticipated that Urion will
subscribe for that number of Units equal to approximately 25% of
the number of Units and Flow-Through Shares that are otherwise
issued under the Offering (including the exercise of the Agents'
Option, if any). Pursuant to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("MI 61-101"), the issuance of Units to Urion will constitute a
"related party transaction". The Company is exempt from obtaining
both a formal valuation and minority shareholder approval in
connection with the private placement to Urion because neither the
fair market value of the common shares and warrants to be issued to
Urion under the Offering, nor the consideration for such
securities, exceeds 25% of the Company's market capitalization as
calculated in accordance with MI 61-101. Assuming maximum
participation under the Offering and the exercise of the Agents'
Option, and also assuming that only Units are issued and no
Flow-Through Shares are issued under the Offering, a maximum
aggregate of 38,333,333 Units would be issued under the Offering.
About Cadillac 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. Thierry Mine Deposit The Thierry Mine is a past
producing mine with a current resource estimate consisting of 8.3
million tonnes measured and indicated grading 1.73% Cu and 0.20%
Ni, and 14.6 million tonnes inferred grading 1.70% Cu and 0.16% Ni,
using a cut-off NSR of C$46.30/tonne. The deposit remains open at
depth and to the west. K1-1 Deposit The K1-1 is a potentially
open-pit, large tonnage, low grade deposit located approximately 3
km from the past producing Thierry Mine. The inferred mineral
resource estimate for K1-1 within a Whittle pit shell consists of
the following 20 million tonnes grading 0.42% Cu, 0.10% Ni,
2.0 g/t Ag, 0.03 g/t Au, 0.05 g/t Pt, 0.15 g/t Pd. The K1-1 Deposit
is open along strike and at depth. 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. 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.
Cadillac Ventures Inc. CONTACT: regarding Cadillac, please visit
the Company's websiteat www.cadillacventures.com, or call Norman
Brewster, President andChief Executive Officer, at 416 203-7722.
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