Gee-Ten Ventures Inc.
TSX VENTURE : GTV

Gee-Ten Ventures Inc.

June 22, 2010 17:20 ET

Gee-Ten Ventures Announces Reverse Take-Over and Private Placement

MONTRÉAL, QUÉBEC--(Marketwire - June 22, 2010) - Gee-Ten Ventures Inc. ("Gee-Ten")(TSX VENTURE:GTV) is pleased to announce that on June 22, 2010 it it has entered into an arm's length Letter of Intent (the "Letter of Intent") with Cabia Goldhills Inc. ("Cabia") providing for the potential acquisition of all the issued and outstanding shares of CABIA whether directly or by way of other arrangement (the "Business Combination").

About Cabia Goldhills Inc.

Cabia is a private company constituted under the Canada Business Corporations Act, which is involved, through local wholly-owned subsidiaries, in precious metal exploration and development projects in the Republic of Colombia. Cabia has entered into agreements and letters of intent to acquire options on two mineral concessions in Colombia, including an existing underground artisanal exploitation located near the town of Remedios, Antioquia Department. Cabia is also in advanced negotiations to acquire two additional properties of merit in Colombia.

Cabia has retained the services of Met-Chem Canada Inc to prepare NI 43-101 technical reports on these properties.

Cabia Management

The current members of the management of Cabia and their brief biographies are as follows:

Steve Saviuk C.A., Chairman, is currently the Chairman and CEO of Manitex Capital Inc an investment company.

Harold Barbosa, President, holds a B.A. in Economics and an Executive development certificate from McGill University. Mr. Barbosa has more than 30 years of experience in international business including extensive involvements in strategic planning, business development, contract negotiations, corporate structuring, sourcing and structuring public and private financings, merger, acquisitions and government relations. Mr. Barbosa also has solid business relationships in North America, Africa, the Caribbean, Central and South America in the areas of Energy, Telecommunications, Mining and Infrastructure.

Cabia Shareholders

Cabia has approximately 36,800,000 common shares outstanding, held by 40 shareholders, none of whom owns directly or indirectly more than 15% of its issued and outstanding common shares.

The Business Combination

The Business Combination will involve the acquisition by Gee-Ten of all of the issued and outstanding shares and other securities of Cabia, on the basis of one common share of Gee-Ten for each Cabia common share. In accordance with policy 5.2 of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual, the Business Combination is considered a Reverse Take-Over.

In the Letter of Intent, Cabia has agreed to subscribe to a non brokered private placement of 600,000 common shares in the capital of Gee-Ten at a price of $0.25 per share, for net proceeds of $150,000 (the "Private Placement"). The proceeds of the Private Placement will be used for working capital purposes. The Private Placement is subject to the TSXV.

The Letter of Intent provides that Gee-Ten, Cabia and Cabia's shareholders (the "Vendors") will negotiate a definitive acquisition agreement (the "Definitive Agreement") as soon as practicable and in any event by July 31, 2010. The entry into a Definitive Agreement is subject to a number of conditions, including, but not limited to: (i) the terms and conditions of the Definitive Agreements being mutually satisfactory to Gee-Ten, Cabia and the Vendors; (ii) approval by the board of directors of Gee-Ten to the Business Combination and to the form of the Definitive Agreement; (iii) the parties satisfactorily conducting and completing their investigations and due diligence with respect to each other party and their respective assets and businesses; (iv) the successful completion of the Private Placement and (v) compliance with all applicable securities and corporate laws including reverse takeover and other policies of the TSXV.

Completion of the Business Combination under the Definitive Agreement will be subject to a number of conditions including, but not limited to: (i) Gee-Ten obtaining shareholder approval for the Business Combination; (ii) Gee-Ten obtaining applicable regulatory approvals including approval of the TSXV; (iii) completion by Gee-Ten of a 75% arm's length private placement of units of Gee-Ten, on a per unit price based on market conditions in accordance with applicable TSXV policies, in the aggregate minimum amount of $3,000,000, with each unit being composed of one common share and one common share purchase warrant; and (iv) other customary conditions.

The Definitive Agreement will supersede the Letter of Intent in its entirety and a further comprehensive news release with respect to the Business Combination will be issued in connection with the entering into of the Definitive Agreement.

M. Pierre Barnard, a director and officer of Gee-Ten, holds an indirect beneficial minority interest in Cabia.

Spin-Off

It is also expected that as part of the Business Combination and subject to regulatory approval, Gee-Ten will transfer its existing Québec properties to a new subsidiary, the shares of which will be transferred on closing to the shareholders of Gee-Ten as a dividend in kind.

A more comprehensive news release describing the details of the transactions and complying with the requirements of the TSXV will be forthcoming.

Trading of Gee-Ten's common shares has been halted by the TSXV and will remain halted for now.

About Gee-Ten Ventures Inc.

Gee-Ten Ventures Inc. is a Canadian exploration Corporation, quoted for trading on tier 2 of the TSX Venture Exchange under the symbol GTV. Following a 10 for one consolidation of its capital, Gee-Ten currently has approximately 3,500,000 shares outstanding.

Further Information

For further information regarding the contents of this news release please contact the number below.

OTHER INFORMATION

Completion of the Business Combination is subject to a number of conditions, including the completion of the Private Placement, execution of a Definitive Agreements, successful completion of due diligence, successful completion of the Concurrent Financing, Gee-Ten's shareholder approval and TSXV acceptance. In addition, no adverse change in the affairs of Cabia and Gee-Ten shall have occurred prior to the closing of the Business Combination. The transaction cannot close until the required Shareholder approval and TSXV acceptance is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Gee-Ten should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

This news release will not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. Such securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States, or to a U.S. person, absent registration, or an applicable exemption therefrom.

Forward-Looking Statements

This news release may contain certain forward-looking information. Statements other than statements of historical fact contained in this news release may be forward-looking statements, including, without limitation, management's expectations, intentions and beliefs concerning the business prospects, anticipated synergies, business plans, and opportunities of Cabia and of Gee-Ten, the timing and completion of the Business Combination and the timing and completion of the financing. Investors can identify many of these statements by looking for words such as "believes", "expects", "will", "intends", "projects", "should", "anticipates", "estimates", "continues" or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. Accordingly, investors are cautioned not to place undue reliance on any forward-looking information contained in this news release, and actual results and future events could differ materially from those anticipated in such information.

Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession as of the date of this news release. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Statements containing forward-looking information involve significant known and unknown facts and uncertainties of both a general and specific nature, as well as numerous assumptions, including without limitation, assumptions relating to the entering into and the terms of the Definitive Agreements and the anticipated benefits of the Business Combination. A description of other assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the company's disclosure documents on the SEDAR website at www.sedar.com.

Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: reliance on key personnel, general economic conditions, industry conditions and trends, uncertainty of future contractual terms, failure to realize anticipated benefits of the Business Combination, failure to secure or to maintain exclusive licenses and other intellectual property rights, competition from other industry participants, the lack of availability of qualified personnel or management, and ability to access sufficient capital from internal and external sources. The information contained in this news release may identify additional factors that could affect the results and performance of Gee-Ten.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this document and Gee-Ten disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

Neither the TSXV 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.

Contact Information

  • Gee-Ten Ventures Inc.
    Mr. Marc Labrecque
    President
    819-856-3598