Gee-Ten Ventures Inc.

Gee-Ten Ventures Inc.

November 15, 2007 12:54 ET

Gee-Ten Provides Clarification of Company Affairs and Resumes Trading

MONTREAL, QUEBEC--(Marketwire - Nov. 15, 2007) - At the request of the TSX Venture Exchange (the "Exchange") Gee-Ten Ventures Inc. ("Gee-Ten" or the "Company") (TSX VENTURE:GTV), is providing clarification with regards to the following matters:

The Exchange's Review of the Company's Affairs

Following a review by the Exchange of the Company's affairs initiated on or about June 2007, trading in the Company's shares was halted on October 17, 2007 pending clarification of certain issues. Pursuant to the Exchange's review the Company wishes to clarify the following:

- The Company clarifies its current contractual commitments in respect of the small mine exploration permit 505 (the "Kamonia Project"). Under the terms of the original agreement (the "Kamonia Agreement") initially announced on July 19, 2006 and concluded by the former management of the Company, Gee-Ten proposed to acquire the interest of Diacorp Group Inc., a company controlled by a special consultant of Gee-Ten retained for the purposes of identifying and acquiring natural resources properties on behalf of the Company, in and to the Kamonia Project, for a consideration comprised of a cash payment of US$47,000 and the issuance of 2,500,000 common shares of the Company (the "Common Shares"), for an aggregate deemed value of approximately CAD$903,000, based on $0.34 per Common Share, being trading price of the Common Shares on the day the Kamonia Agreement was announced.

- Given that the aforementioned special consultant received both professional fees from the Company as a consultant as well as consideration through his controlled corporation, Diacorp Group Inc., the Kamonia Agreement was renegotiated and amended in March 2007 to reflect what the current Directors and Officers of the Company believe the fair value of the Kamonia Project to be. Under the terms of the amended Kamonia Agreement, the cash portion of the consideration was increased to US$150,000 and the number of shares issuable reduced to 1,500,000 Common Shares, for an aggregate deemed value of approximately CAD$563,000, based on $0.26 per Common Share, being trading price of the Common Shares on the day the amended Kamonia Agreement was announced. The cash portion of the consideration payable under the Kamonia Agreement was increased with a view to minimizing Gee-Ten's exposure to advances made to the special consultant or Diacorp Group Inc. that could not be expensed as a result of the inability of the special consultant or Diacorp Group Inc. to provide the Company with acceptable justified expense reports, as is more fully described below.

- In the course of the Company's operations in the Democratic Republic of Congo ("DRC") and, in the absence of a DRC subsidiary, the Company made advances to related parties in connection with work to be performed on the Company's behalf. Such advances would then be recorded as expenses upon presentation of acceptable supporting documents. In the absence of satisfactory supporting documents, the advances made to related parties would remain due to the Company. The cash payment of US$150,000 to Diacorp Group Inc. per the Kamonia Agreement has been offset against the CDN$173,926 which remained due from the special consultant pursuant to advances previously made to the special consultant.

- Finally, in May 2007, the Kamonia Agreement was once again amended to remove Diacorp's managing and marketing rights to the Kamonia Project due to Diacorp's lack of administrative capacity to effectively manage the project.

Exchange approval with respect to the Kamonia Project is still pending.

- An aggregate $50,000 and $87,600 Subscription Receivables were reported in the Company's financial statements for the nine-month period ended February 28, 2007 and interim financial statements for the three-month period ended August 31, 2007, pursuant to private placement financings which were announced as having closed on January 12, 2007 and June 12 and 13, 2007, respectively. The Company collected all outstanding subscription proceeds further to such private placements between May 2007 and November 2007. The Company acknowledges that the foregoing financings were not in compliance with Exchange Policy 4.1 - Private Placements. The Company undertakes to conclude all future financings in strict compliance with the rules of the Exchange and that all future share issuances will be done on a fully paid, non-assessable basis.

- The Company failed to comply with Exchange Policy regarding the minimum number of non-management/independent directors on its Audit Committee and Board of Directors. The composition of the Board of Directors and Audit Committee, is now comprised of Marc Labrecque along with Malcolm J. Swallow and Florent Baril, both independent directors of the Company. Moreover, Gee-Ten intends to hold an annual and special meeting of its shareholders in early 2008 during which the Company intends to nominate additional directors to the Board.

- The Company had failed to disclose its corporate governance practices in accordance with Exchange Policies. Moreover, the current Directors and Officers, led by Marc Labrecque, identified a number of weaknesses in the Company's internal controls. The Company is pleased to announce that on October 15, 2007, the Board of Directors adopted comprehensive corporate governance policies including a Disclosure Policy, Whistle Blower Policy and Code of Ethics as well as Charters of the Board of Directors, Audit Committee and Nominating and Governance Committee.

- The Exchange review identified a discrepancy between the finders' fees recorded in the Company's financial statements May 31, 2006, being $36,931, and the Exchange's Bulletin date June 22, 2005, being $12,200 to Lee Balak, issued in respect of a private placement of the Company. The Company wishes to clarify that a finder's fee of $7,600 was paid to Mr. Lee Balak and 3152405 Canada Inc. was paid a cash finder's fee of $29,331. As a result, the finders fee payment in excess of $12,200 was paid without Exchange approval. The New Directors and Officers believe that this discrepancy is due to a typographical error in the Company's filings with the Exchange given that the finders' were entitled to 10% of the gross proceeds raised from the private placement, being $42,180.

Given that current Directors and Officers of the Company were appointed in 2007 which was subsequent to when a number of the events at issue occurred and the Company's former bookkeeper had been recently replaced, the Company was unable to provide satisfactory responses to the Exchange within the time frame requested by the Exchange and as a result trading of the common shares of the Company was halted by the Exchange. The Company has now satisfactorily addressed the contraventions and deficiencies identified in the Exchange's review and will resume trading at the open on November 19, 2007.

Board of Directors and Management

On October 15, 2007, Mr. Lawrence Moroz, President and Director of the Company tendered his resignation as director and officer of Gee-Ten. Mr. Marc Labrecque, director and interim Chief Financial Officer of the Company will assume the duties of interim President and Chief Executive Officer, until a new President is appointed.

The Company wishes to thank Mr. Moroz for his contribution to the affairs of the Company.

Lake Kivu Energy

On September 4, 2007 Gee-Ten announced the acquisition of an option to acquire all of the issued and outstanding shares of Lake Kivu Energy (Canada) Inc, a corporation which, through its Rwanda based subsidiary, has entered into a memorandum of understanding (the "MOU") with the Government of the Republic of Rwanda to develop a project of methane gas extraction for electricity production.

Under the terms of the MOU, the Company's option to purchase all of the shares of Lake Kivu Energy (Canada) Inc could be exercised within 30 days of the Annual General Meeting of its shareholders. However, because of the halt in trading of its shares by the Exchange, Gee-Ten is currently in default under the terms of the option agreement and therefore intends to renegotiate with the vendors of the option.

Memorandum of Understanding on P.R. 2818 Not Proceeding

On April 13, 2007, the Company announced that it had signed a memorandum of understanding for the exploration of P.R. 2818 and that the terms and conditions of a final agreement were dependant upon the evaluation and prospecting mission to be held in April 2007. Gee-Ten wishes to clarify that following that mission, Gee-Ten has opted not to pursue P.R. 2818 any further.


Gee-Ten is a junior mining exploration company engaged in acquiring and exploring mineral properties in the province of Quebec, the state of Nevada and parts of Africa.


Except for statements of historical fact, all statements in this news release, without limitation, regarding new projects, acquisitions, future plans and objectives are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Gee-Ten Ventures Inc.
    Marc Labrecque, Interim Chief Executive Officer
    450-622-8292 (FAX)