Cadif - Cadillac Ventures Inc.

Discussion in 'Penny Stocks' started by Jon Alba, Jan 28, 2020.

  1. Jon Alba

    Jon Alba Senior Investor

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    Braveheart Resources to acquire Thierry from Cadillac

    2020-08-18 08:25 MT - News Release

    See News Release (C-BHT) Braveheart Resources Inc

    Mr. Ian Berzins of Braveheart reports

    BRAVEHEART RESOURCES ENTERS INTO LETTER OF INTENT FOR PURCHASE OF THIERRY MINE PROJECT

    Braveheart Resources Inc. has entered into a letter of intent with Cadillac Ventures Inc. for the purchase of a 100-per-cent interest in the Thierry mine project near Pickle Lake, Ont.

    Under the terms of the LOI, Braveheart will acquire Thierry from Cadillac for the following consideration: (i) $300,000 in cash; (ii) 13,500,000 common shares of Braveheart; and, (iii) a 2% net smelter royalty ("NSR") to be retained by Cadillac of which 1% of the NSR can be purchased by Braveheart for $1,000,000. Closing of the purchase of Thierry remains subject to the parties entering into a definitive purchase and sale agreement (the "Definitive Agreement"), satisfactory completion of due diligence by Braveheart and the approval of the TSX Venture Exchange. The intention of Braveheart and Cadillac is to finalize the Definitive Agreement, which will include customary terms and conditions including representations and warranties, and close the purchase of Thierry by Braveheart within the next 30 days.

    The Thierry copper-nickel platinum group elements ("PGE") deposit was discovered by Union Miniere Exploration and Mining ("UMEX") of Belgium in 1969 and mined through open pit and underground workings between 1976 and 1982. The mine was shut down due to low commodity prices. Based on historical records UMEX milled 5,800,000 short tons of copper and nickel mineralized material from the deposit with an average grade of 1.13% Cu and 0.14% Ni. In addition, precious metals payables included 47,000 ounces of palladium, 17,000 ounces of gold, 17,500 ounces of platinum and 900,000 ounces of silver. The most recent independent National Instrument 43-101 ("NI 43-101") Technical Report and Resource Estimate was completed by P&E Mining Consultants Inc. in February 2012 (the "2012 Thierry Technical Report") and is available on Cadillac's SEDAR profile at www.sedar.com. The 2012 Thierry Technical Report estimates a measured and indicated resource at the Thierry underground of 8,815,000 tonnes at a grade of 1.66% Cu and 0.19% Ni. Additional measured and indicated metal values include 0.13 gpt Pd, 0.05 gpt Au, 0.04 gpt Pt and 4.0 gpt Ag. There are a further 14,922,000 tonnes in an inferred category at a grade of 1.64% Cu and 0.16% Ni. Additional inferred metal values include 0.21 gpt Pd, 0.10 gpt Au, 0.07 gpt Pt and 6.4 gpt Ag. The Thierry project also contains a near surface inferred resource at the K1-1 deposit. The K1-1 deposit contains 53,614,000 tonnes at a grade of 0.38% Cu and 0.10% Ni. Additional inferred metal values include 0.14 gpt Pd, 0.03 gpt Au, 0.05 gpt Pt and 1.83 gpt Ag. The reader is cautioned that a Qualified Person has not done sufficient work to classify the mineral resources stated in the 2012 Thierry Technical Report as current resources. Braveheart is not treating this historical estimate as current mineral resources. While this estimate was prepared in accordance with NI 43-101 and CIM 2005 in effect at the time, there is no guarantee that it would be consistent with current standards and it should not be regarded as such. Braveheart has not undertaken any independent verification of the data upon which the historical estimates are based. The historical estimate is considered relevant to assess the mineralization potential of the property.

    The Thierry Mine Project is located approximately 15 km west of Pickle Lake, Ontario and accessible on a year-round basis by paved and all-weather roads. The property is approximately 4,700 hectares in size. There is a municipal airport and nearby rail system and the provincial power grid is within eight km of the mine. The underground infrastructure includes a three-compartment shaft, production decline to 520 metres below surface and lateral developments on three levels. The underground workings are currently flooded.

    Norman Brewster, President and CEO of Cadillac stated: "We believe the proposed transaction is a compelling one to Cadillac and its shareholders, providing a significant cash injection, continued exposure and upside to any success on Thierry and exposure to a broader property package through the proposed proforma ownership in Braveheart. The combination of Thierry with Braveheart's assets is a natural one, and will create a meaningful consolidated and highly prospective land package and the ability to accelerate unlocking value".

    Ian Berzins, President and CEO of Braveheart commented: "The proposed acquisition of the Thierry Mine Project represents a significant next step in the growth of our Company. The project is very complimentary to our Bull River underground copper, gold and silver mine in British Columbia and provides the Company with project and geographic diversification. Braveheart is focused on acquiring and developing past-producing assets, in favourable Canadian jurisdictions with existing mineral resources in place. We were particularly drawn to this opportunity because of the significant infrastructure already in place and the proximity to roads, grid power and established mining communities".

    Qualified person

    Braveheart's disclosure of a technical or scientific nature in this news release has been reviewed and approved by Ian Berzins P.Eng., who serves as president, chief executive officer and a director of the Company and is a qualified person under the definition of National Instrument 43-101.

    About Braveheart Resources Inc.

    Braveheart is a Canadian based junior mining company focused on building shareholder value through exploration and development in the favourable and proven mining jurisdictions of the East and West Kootenays of British Columbia. Braveheart's main asset is the Bull River Mine project which has a current mineral resource containing copper, gold and silver. The property is fully developed with 21,000 metres of underground developments in terms of ramps, raises and drifting on mineralized structures on seven levels. The surface infrastructure includes a 750 tonne per day conventional mill with adjoining crushing facilities as well as offices and mine maintenance facilities. The property is connected to grid power and there is year-round access to the site by paved and all-weather roads.

    We seek Safe Harbor.

    © 2020 Canjex Publishing Ltd. All rights reserved.
     
  2. Jon Alba

    Jon Alba Senior Investor

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    Braveheart Resources and Cadillac Ventures Enter into Definitive Agreement for Purchase and Sale of Thierry Mine Project

    2020-10-21 07:00 MT - News Release


    CALGARY, AB and TORONTO, ON / ACCESSWIRE / October 21, 2020 / Braveheart Resources Inc. (BHT) (RIINF) ("Braveheart") and Cadillac Ventures Inc. (TSXV:CDC) (OTC PINK:CADIF) ("Cadillac") are pleased to announce that they have entered into a definitive share purchase agreement (the "Definitive Agreement") with respect to the previously announced (see press release of August 18, 2020) purchase by Braveheart of a 100% interest in the Thierry Mine Project (the "Thierry Project") near Pickle Lake, Ontario from Cadillac.

    Under the terms of the agreement, Braveheart will acquire 100% of the shares of Cadillac's wholly-owned subsidiary Cadillac Ventures Holdings Inc., which owns Cadillac's interest in the Thierry Project, for the following consideration: (i) $300,000 in cash; (ii) 13,500,000 common shares of Braveheart; and (iii) a 2% net smelter royalty ("NSR") to be retained by Cadillac of which 1% of the NSR can be purchased by Braveheart for $1,000,000. The acquisition of the Cadillac Ventures Holdings includes approximately $405,000 in cash, which supports closure obligations associated with the property.

    The Thierry Project is a past-producing copper and nickel mine located approximately 15 km west of Pickle Lake, Ontario and accessible on a year-round basis by paved and all-weather roads. The property is approximately 4,700 hectares in size and contains a NI 43-101 mineral resource. There is a municipal airport, nearby rail system and provincial power grid within eight km of the mine. The underground infrastructure includes a three-compartment shaft, production decline to 520 metres below surface and lateral developments on three levels. The underground workings are currently flooded.

    Cadillac has scheduled a shareholder meeting for November 11, 2020 for the purpose of obtaining the approval of Cadillac shareholders for the sale of the Thierry Project. The transaction is expected to close in November 2020 and is subject to regulatory and third party approvals and customary conditions precedent.

    About Braveheart Resources Inc.

    Braveheart is a Canadian based junior mining company focused on building shareholder value through exploration and development in favourable and proven Canadian mining jurisdictions. Braveheart's main asset is the Bull River Mine project near Cranbrook, British Columbia which has a current mineral resource containing copper, gold and silver.

    About Cadillac Ventures Inc.

    Cadillac Ventures Inc. is an exploration company listed on the TSX-V. Following the sale of Cadillac Ventures Holdings Inc. Cadillac's asset is the Burnt Hill Tungsten property located in New Brunswick, which contains a NI 43-101 mineral resource. Cadillac is presently valuating other mineral opportunities.

    Contact Information
    Braveheart Resources Inc.
    Ian Berzins
    President & Chief Executive Officer
    1-403-512-8202
    [email protected]
    Website: www.braveheartresources.com

    Contact Information
    Cadillac Ventures Inc.
    Norman Brewster
    President & Chief Executive Officer
    1-905-837-2000
    [email protected]

    For more investor information, please contact Braveheart at:

    Kevin Shum
    O: +1-647-725-3888 Ext 702
    M: +1-604-376-0323
    E: [email protected]
    E: [email protected]
     
  3. Jon Alba

    Jon Alba Senior Investor

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    Cadillac Ventures Inc. and KFG Resources Ltd. Agrees to Pursue an Amalgamation
    TORONTO, ON / ACCESSWIRE / November 4 , 2020 / Cadillac Ventures Inc. (TSXV:CDC)(OTC PINK:CADIF) and KFG Resources Ltd. (KFG) (KFGRF) have signed a letter of intent to pursue an amalgamation, with the support of both boards, subject to approval by shareholders of each company and TSXV approval. The amalgamation will proceed with an exchange of KFG common shares for Cadillac common shares on a one for one basis.

    The companies believe that the amalgamation will create significant value for both shareholder groups. As such, the boards of directors of both companies have agreed specific terms of the proposed transaction will be determined based on corporate, tax and securities laws and other considerations. The principals of both Cadillac and KFG will provide support agreements for the transaction.

    Following completion of the amalgamation, Cadillac will proceed to effect a consolidation of its shares, expected to be on a 1 for 3 basis.

    The directors of KFG wish to thank their shareholders for their support during the downturn of the oil market over the past several years. We believe that the proposed transaction with Cadillac can create a new and more impressive company with diversified assets, cash flows and reduced costs to make our oil production more lucrative. Both Mr. Haney and Mr. Grassi approve of the transaction and urge all KFG shareholders to follow suit.

    The directors of Cadillac believe that the cash flow provided by the oil revenue related to this transaction will allow the company to be more effective in the review and acquisition of additional mineral properties. The directors urge Cadillac shareholders to support the transaction.

    Contact Information

    For more information regarding Cadillac, please visit the Company's website at www.cadillacventures.com, or call Norman Brewster, President and Chief Executive Officer, at 416 970-3223.

    Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this new release.

    SOURCE: Cadillac Ventures Inc.

    View source version on accesswire.com:
    https://www.accesswire.com/614345/C...esources-Ltd-Agrees-to-Pursue-an-Amalgamation
     
  4. Jon Alba

    Jon Alba Senior Investor

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    Cadillac Ventures Inc. Announces the Results of Its Annual General and Special Meeting

    2020-11-12 06:02 MT - News Release


    TORONTO, ON / ACCESSWIRE / November 12, 2020 / Cadillac Ventures Inc. (the "Corporation") (TSXV:CDC)(OTC PINK:CADIF) ("Cadillac") is pleased to announce the results of the Corporation's Annual General and Special Meeting ("AGM") of Shareholders which was held on November 11th at the Corporation's head office in Pickering.

    The Corporation is pleased to report that all items that were set out in the Notice of the Meeting were duly passed at the AGM including the approval of the sale of the Thierry Mine Project, the appointment of Dale Matheson Carr-Hilton Labonte LLP., as the Corporation's Auditor, the re-approval of the Corporation's current stock option plan, the approval to grant the directors of the Corporation the ability to undertake a consolidation of the Corporations share capital at a range between a one for three and a one for ten basis, and the election of the Directors (Norman Brewster, Neil Novak, Maurice Stekel and Rahim Allani).

    Contact Information

    For more information regarding Cadillac, please visit the Company's website www.cadillacventures.com, or call Norman Brewster, President and Chief Executive Officer, at 905 837 2000.
     
  5. Jon Alba

    Jon Alba Senior Investor

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    Cadillac enters definitive deal to buy KFG

    2021-02-09 17:45 MT - News Release


    Mr. Norman Brewster reports

    CADILLAC VENTURES INC. AND KFG RESOURCES LTD. ENTER INTO ARRANGEMENT AGREEMENT

    In connection with their previously announced letter of intent, Cadillac Ventures Inc. and KFG Resources Ltd. have entered into a definitive arrangement agreement dated Feb. 8, 2021, pursuant to which, among other things, Cadillac will acquire all of the issued and outstanding common shares of KFG. Under the arrangement agreement, KFG shareholders will be entitled to receive one common share of Cadillac in exchange for each KFG common share held. The arrangement agreement will be filed on Cadillac's SEDAR profile on the SEDAR website.

    KFG, through its wholly-owned subsidiary KFG Petroleum Corporation ("KFG Petroleum"), owns primary producing oil reserves in the United States. Following completion of the Transaction KFG will become a wholly-owned subsidiary of Cadillac, and Cadillac will thus have an interest in these oil reserves. In particular, KFG Petroleum owns primary producing oil reserves located on the Spring Hill lease, Fayette Field, and Jefferson County, Mississippi. Additionally, KFG Petroleum owns two shut-in gas wells in Jefferson County, Mississippi. Furthermore, KFG owns an interest in twelve additional oil wells in Adams, Franklin, and Jefferson counties, Mississippi, all of which have future value. Based on information as of April 30, 2020, contained in KFG's most recent Form 51-101F1, three of the five Spring Hill reserves comprise approximately 91.8% of KFG's proved oil reserves and 60.8% of KFG's proved plus probable oil reserves. KFG does not have any future gas reserves, while future oil reserves account for 100% of KFG's future net revenue attributable to its proved plus probable reserves. Detailed information regarding the oil and natural gas reserve data for KFG Petroleum Corporation can be found in its most recent Form 51-101F1 dated April 30, 2020, which is available under KFG's SEDAR profile.

    The Transaction will be effected by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval by at least 66 2/3% of votes cast by KFG shareholders present in person or represented by proxy at a special meeting of KFG shareholders to be called in connection with the Transaction (the "Meeting") in addition to any minority approval required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. In addition to KFG shareholder approval, closing of the Transaction is subject to the receipt of certain regulatory, court and stock exchange approvals and the satisfaction of other closing conditions customary in transactions of this nature.

    The Transaction has been unanimously approved by the board of directors of both KFG and Cadillac.

    Following completion of the Transaction, it is anticipated one KFG director will be appointed to the Cadillac board of directors and a second KFG nominee will be appointed at Cadillac's next annual shareholders meeting. KFG common shares will be delisted from the TSXV.
     
  6. Jon Alba

    Jon Alba Senior Investor

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    Cadillac Ventures closes KFG Resources acquisition

    2021-05-03 10:39 MT - News Release

    See News Release (C-CDC) Cadillac Ventures Inc (2)

    Mr. Norman Brewster of Cadillac reports

    CADILLAC VENTURES INC. AND KFG RESOURCES LTD. ANNOUNCE COMPLETION OF ARRANGEMENT

    Cadillac Ventures Inc. has closed the acquisition of KFG Resources Ltd., pursuant to the previously announced plan of arrangement.

    THE ARRANGEMENT

    Pursuant to the Arrangement, Cadillac acquired all of the issued and outstanding common shares of KFG ("KFG Shares") on the basis of one common share of Cadillac (each, a "Cadillac Share") in exchange for each KFG Share held. In connection with the Arrangement, Cadillac issued an aggregate of 50,539,644 Cadillac Shares and there are 150,960,910 Cadillac Shares issued and outstanding following completion of the Arrangement.

    The Arrangement was approved by holders ("KFG Shareholders") of KFG Shares at a special meeting of KFG Shareholders held on April 15, 2021 to consider the Arrangement. In addition, on April 19, 2021, the Supreme Court of British Columbia approved the Arrangement and granted a final order in respect thereof. The remaining conditions to completion of the Arrangement were satisfied or waived by the Parties on April 30, 2021.

    The KFG Shares are expected to be delisted from the TSX Venture Exchange within 1-2 business days following completion of the Arrangement and KFG will make an application to cease to be a reporting issuer shortly thereafter. Additional information regarding the Arrangement is provided in the management information circular of KFG dated March 12, 2021, which has been filed on KFG's SEDAR profile at www.sedar.com.

    CADILLAC DIRECTORS

    Following closing of the Arrangement, G. Stephen Guido was appointed to the Cadillac board of directors ("Cadillac Board"), which is now comprised of five members. Mr. Guido is a director and Vice President, Operations and Chief Operation Officer of KFG and director, President and Chief Executive Officer of KFG's subsidiary, KFG Petroleum Corporation. In addition, pursuant to the terms of the Arrangement, the Cadillac Board has agreed to nominate Giacomo Grassi for election to the Cadillac Board at the next meeting of Cadillac shareholders at which directors are elected. Mr. Grassi is an independent businessman and corporate director, currently serving as a director on KFG, as well as director and property management administrator of Giamel Inc. (a private commercial real estate company) and director of Spectra Inc. (a public manufacturer of commercial transportation safety products).

    EXHANGE OF KFG SHARES

    Registered KFG shareholders who have not already done so, should submit the certificates representing their KFG Shares, together with a signed and completed letter of transmittal, to TSX Trust Company, the depositary for the Arrangement in order to receive the Cadillac Shares to which they are entitled pursuant to the Arrangement. Copies of the letter of transmittal are available on KFG's SEDAR profile at www.sedar.com. KFG shareholders who hold their KFG Shares through a broker or other intermediary should follow the instructions provided by such broker or other intermediary to exchange their KFG Shares for Cadillac Shares.

    We seek Safe Harbor.
     

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