Cadillac Ventures Inc.

TSX VENTURE : CDC


Cadillac Ventures Inc.

November 20, 2012 08:00 ET

Cadillac Announces $3.0 Million Private Placement Financing

TORONTO, ONTARIO--(Marketwire - Nov. 20, 2012) -

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" or the "Company") is pleased to announce that it has entered into an agreement with Secutor Capital Management Corporation (the "Agent"), for a private placement financing of units ("Units") at a price of $0.09 per Unit and flow-through units ("FT Units") at a price of $0.10 per FT Unit for aggregate gross proceeds of up to $3.0 million (the "Offering").

The Offering is being made by the Agent on a commercially reasonable efforts basis and is expected to close in early December. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals. All securities to be issued under the Offering will be subject to four-month statutory hold period in Canada.

Each Unit consists of one common share and one common share purchase warrant (a "Warrant"). Each FT Unit consists of one common share to be issued on a "flow-through" basis and one-half of one Warrant. Each whole Warrant will entitle the holder to acquire a further common share of the Company at a price of $0.15 per share for a period of 18 months following the closing date.

The Agent will be paid a cash commission equal to up to 8% of the gross proceeds of the Offering (excluding subscriptions from insiders) and will be issued that number of broker warrants equal to up to 8% of the number of Units and FT Units issued under the Offering (excluding subscriptions from insiders), exercisable for common shares of the Company.

The proceeds from the FT Unit offering will be used for exploration and development of the Company's Canadian properties. The Company's expenditures will qualify as "Canadian exploration expenses" and "flow-through mining expenditures" (as defined in the Income Tax Act (Canada) which can be renounced to purchasers for the 2012 taxation year. The net proceeds from the Unit offering will be used for general working capital purposes.

Urion Mining International B.V. ("Urion") an existing shareholder of the Company, holding, approximately 26% of Cadillac's issued and outstanding common shares, may elect to participate in the offering to maintain its percentage ownership interest in Cadillac. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of securities to Urion constitutes a "related party transaction". If Urion participates in the Offering, the Company will be exempt from obtaining both a formal valuation and minority shareholder approval in connection with the financing because neither the fair market value of the securities to be issued to Urion under the financing, nor the consideration for such securities, exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101.

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.

In addition, Cadillac also holds a 51% interest in the Burnt Hill Project, a historic tungsten/tin mine taken to test production by Mr. Norman Brewster P.Geo for Canadian International Paper during the early 1980's. Cadillac looks forward to resuming the development of this project.

For more information regarding Cadillac, please visit the Company's website at www.cadillacventures.com.

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.

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