NATCHEZ, MS and TORONTO, ON / ACCESSWIRE / May 3, 2021 / Cadillac Ventures Inc. ("Cadillac") (TSXV:CDC) and KFG Resources Ltd. ("KFG") (TSXV:KFG) are pleased to announce the closing of the acquisition of KFG by Cadillac, pursuant to the previously announced plan of arrangement (the "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.
Cautionary statement regarding forward-looking statements
This press release contains 'forward-looking statements' within the meaning of applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as the following: "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "assumes", "potential" and similar expressions. Forward-looking statements also include reference to events or conditions that will, would, may, could or should occur, including, without limitation, statements and expectations regarding the delisting of KFG Shares, KFG's application to cease to be a reporting issuer, and the expected timing thereof, and the anticipated timing thereof; and statements regarding the nomination of Mr. Grassi to the Cadillac Board. These forward-looking statements are necessarily based upon a number of estimates and assumptions that, while based on KFG and Cadillac respective expectations and considered reasonable at the time they were made, are inherently subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including those described in Cadillac's and KFG's respective public disclosure documents on SEDAR at www.sedar.com. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this release. Unless required by law, neither Cadillac nor KFG intends to, or assumes any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please visit Cadillac's website www.cadillacventures.com, or contact Norman Brewster, President and Chief Executive Officer, at 905-837-2000.
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.