Cadillac Ventures Inc.
TSX VENTURE : CDC
OTC PINK : CADIF

Cadillac Ventures Inc.

January 15, 2015 11:25 ET

Cadillac Announces Memorandum of Understanding for Debenture Financing

TORONTO, ONTARIO--(Marketwired - Jan. 15, 2015) - Cadillac Ventures Inc. (TSX VENTURE:CDC)(OTC:CADIF) ("Cadillac" or the "Corporation") announced today that it has entered into a Memorandum of Understanding ("MOU") with Capital Asia Management Ltd. ("Capital Asia") in relation to Capital Asia assisting with new strategic investors and arranging for investors to acquire Convertible Debentures for a total amount of up to CAD 1.5 million. The Convertible Debentures will be issued in denominations of CAD 1,000 principal amount and for each CAD 0.05 of principal amount of the Convertible Debentures the subscriber will receive one common share purchase warrant, exercisable for one common share of Cadillac at CAD 0.10 for 36 months from date of issue. The Convertible Debentures will have a term of 36 months from date of issue and will incur interest at 7% per annum payable semi-annually in cash. The Convertible Debentures during their term will convert at the option of the subscriber at any time or at the option of Cadillac provided that the Volume Weighted Average Price ("VWAP") of the Corporation's common shares on the TSX Venture Exchange is at least equal to CAD 0.075 for 30 consecutive trading days. The Conversion Price of the Convertible Debentures is CAD 0.05. If during the term of the Convertible Debenture, Cadillac's VWAP is not equal to or above CAD 0.075 for 30 consecutive days, Cadillac shall redeem the Convertible Debentures at a 20% premium, together with accrued interest within 20 business days after 36 months. A Finder's Fee will be paid of 9% cash of the gross proceeds in addition to a compensation warrant equal to the gross proceeds divided by CAD 0.05, multiplied by 9%. Each compensation warrant will entitle the holder to purchase one common share of the Corporation for CAD 0.10 for a period of 36 months.

The proceeds of the Convertible Debenture will be used primarily to further explore and develop the Company's mineral properties and for general working capital. In addition Capital Asia will be paid up to CAD 300,000 per year for seeking out new strategic investors and business development.

CapitalAsia in May 2013 arranged a equity financing for the Corporation for CAD 1.2 millon through the issuance of 20,000,000 Units of the Corporation. See the press release issued May 30, 2013 for further details.

Completion of the financing is subject to receipt of TSX Venture Exchange approval. All of the securities issuable in connection with the Offering will subject to a hold period expiring four months and one day after the closing date.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

It is anticipated that the closing of the Convertible Debenture Offering will occur by the end of January 2015.

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

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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