Cadillac Ventures Inc.

TSX VENTURE : CDC


Cadillac Ventures Inc.

February 19, 2010 08:30 ET

Cadillac Closes $2.0 Million Financing

TORONTO, ONTARIO--(Marketwire - Feb. 19, 2010) -

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.

Cadillac Ventures Inc. (TSX VENTURE:CDC) ("Cadillac") is pleased to announce that it has closed its previously announced non-brokered private placement with Trafigura Beheer, B.V. ("Trafigura"), an existing shareholder of the Company, for gross proceeds of $2.0 million. Pursuant to the financing, Cadillac issued 5,000,000 units to Trafigura at $0.40 per unit. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant will be exercisable, for 24 months, for one common share at $0.50 per share.

The proceeds from the financing will be used for exploration expenditures and general working capital purposes. The securities issued under the financing will be subject to restrictions on resale for 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, prior to closing, held 10,760,806 shares of Cadillac representing approximately 18.5% of Cadillac's pre-closing outstanding common shares. Post-closing, Trafigura holds 15,760,806 common shares of Cadillac (representing approximately 25% of Cadillac's outstanding shares) and warrants to acquire 5,771,028 additional common shares, which, if exercised, will result in Trafigura holding approximately 33.6% 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.

About Cadillac

Cadillac is a development-focused exploration Company which has the past-producing Thierry Property near Pickle Lake in Northern Ontario, 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, Quebec 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 51% owned tungsten tin project located outside of Fredericton, New Brunswick. In Spain, the Company 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. 

Forward Looking Statements

This news release contains certain forward-looking statements under applicable securities laws. Specifically, this news release contains forward-looking statements regarding the expected use of proceeds of the financing. 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.

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.

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