Gee-Ten Ventures Inc.
TSX VENTURE : GTV

Gee-Ten Ventures Inc.

April 05, 2011 14:56 ET

Gee-Ten Ventures to Acquires Colombian Assets Through Amalgamation With Cabia Goldhills Inc.

MONTREAL, QUEBEC--(Marketwire - April 5, 2011) - Gee-Ten Ventures Inc. ("Gee-Ten") (TSX VENTURE:GTV)

Not for distribution to United States wire services or dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Gee-Ten Ventures Inc. ("Gee-Ten") is pleased to announce that it has entered into an amalgamation agreement with Cabia Goldhills Inc. ("Cabia") dated April 4, 2011 (the "Amalgamation Agreement"), relating to a reverse takeover transaction (the "Cabia Transaction"), pursuant to which Gee-Ten proposes to acquire all of the issued and outstanding securities of Cabia in exchange for the issuance of common shares in the capital of Gee-Ten (the "Gee-Ten Shares").

TRANSACTION SUMMARY

The Cabia Transaction is expected to be effected by way of an amalgamation, pursuant to the Canada Business Corporations Act to form a new company ("Amalco"). Under the terms of the Cabia Transaction (i) each of the issued and outstanding Gee-Ten Shares will be exchanged for one common share of Amalco (an "Amalco Share"); and (ii) each of the issued and outstanding Cabia Shares will be exchanged for one-half of one Amalco Share pursuant to the Amalgamation Agreement. Gee-Ten will change its name to "Cabia Goldhills Inc." (or any other name acceptable to Gee-Ten, Cabia and regulatory authorities, subject to shareholder approval). Upon completion of the Cabia Transaction, Amalco will be classified as a mining issuer under the policies of the TSX Venture Exchange (the "TSXV") and will be engaged in the exploration and development of prospective gold properties.

DESCRIPTION OF CABIA GOLDHILLS INC.

Cabia is a privately owned mining exploration company headquartered in Montreal, Quebec, whose primary business is gold exploration and development of projects in Colombia. Cabia was incorporated under the Canada Business Corporations Act on January 28, 2010, and presently has 42,980,000 common shares issued and outstanding.

In 2010, Cabia entered Colombia with the objective of acquiring gold exploration targets, with a focus on the Sur de Bolivar region located in North Central Colombia. Based on Gee-Ten's due diligence, this region represents one of the most prospective areas for gold in Colombia, based upon known artisanal mining which, to date, has been underexplored.

Cabia has successfully entered into share purchase agreements with Latam Investments Ltd., a Belizean company, to acquire its wholly-owned Colombian subsidiary and its interests in mining concessions in Colombia.

CONCURRENT FINANCING

Concurrently with the execution of the Amalgamation Agreement, Gee-Ten has engaged Mackie Research Capital Corporation (the "Agent") to act as lead agent in connection with a brokered "best efforts" private placement of a minimum of $3,000,000 and a maximum of $5,000,000 of subscription receipts (the "Subscription Receipts") at a price of $0.40 per Subscription Receipt (the "Private Placement"). The Agent has the option ("Over-allotment Option") to increase the size of the Private Placement by up to 15% by giving notice to Gee-Ten prior to the closing of the Private Placement. The gross proceeds of the Private Placement, less the expenses of the Agent payable by Gee-Ten, are to be deposited in escrow at closing pending satisfaction of certain escrow release conditions (including, among other things, the completion or satisfaction of all conditions precedent to the Amalgamation Agreement and the obtaining of all required director and third party approvals for the Cabia Transaction, in each case to the satisfaction of the Agent (collectively, the "Escrow Release Conditions").

Each Subscription Receipt will be automatically convertible for no additional consideration, and without any further action by the holder thereof, into one unit (each, a "Unit") of Gee-Ten, upon the satisfaction of the Escrow Release Conditions. Each Unit shall be comprised of one Gee-Ten Share and one-half of one Gee-Ten share purchase warrant, each such whole warrant entitling the holder to purchase one additional Gee-Ten Share at an exercise price of $0.75 per share for a period of two years from the date of listing of the shares of Amalco on the TSXV. The Private Placement is anticipated to close in mid-to-late May, 2011. If the Escrow Release Conditions are not satisfied prior to 5:00 p.m. on such date as is three months from the closing of the Private Placement, Gee-Ten will be required to return the Subscription Receipts for cancellation at a redemption price per Subscription Receipt equal to the issue price thereof and a pro rata amount of any interest earned on the escrowed funds to the date of redemption. For the Agent's services in connection with the Private Placement, Gee-Ten has agreed to pay to the Agent a cash commission equal to 8.0% of the gross proceeds of the Private Placement and to grant to the Agent compensation options entitling the Agent to subscribe for that number of Units of Gee-Ten equal to 10.0% of the total number of Subscription Receipts sold at the issue price for a period of two years from the date of listing of the shares of Amalco on the TSXV.

The net proceeds from the Private Placement will be used to pay the first instalments and work commitments for the acquisition of interests in mining concessions in Colombia, for working capital and general corporate purposes.

CONDITIONS PRECEDENT TO COMPLETING THE CABIA TRANSACTION

The parties' obligations to complete the Cabia Transaction are subject to the satisfaction of a number of conditions, including but not limited to, completion of the Private Placement, TSXV approval, Gee-Ten disinterested shareholder approval, the consent of the disinterested shareholders of Cabia, and other conditions customary for a transaction of this type.

OUTSTANDING SECURITIES

Following completion of the Cabia Transaction and the maximum Private Placement (excluding the 15% Over-allotment Option), it is expected that Amalco will have approximately 39,194,784 Amalco Shares issued and outstanding. The current shareholders of Gee-Ten will own approximately 6,954,784Amalco Shares representing 17.7% of the outstanding shares of Amalco, the Private Placement subscribers will own approximately 12,500,000 Amalco Shares representing 31.9% of the outstanding shares of Amalco and the shareholders of Cabia will own approximately 19,740,000 shares representing 50.4% of the outstanding shares of Amalco. 

TRADING HALT

Trading in the shares of Gee-Ten has been halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV. The trading halt will generally be lifted after the TSXV has had an opportunity to review a draft agreement of the disclosure documentation in respect of the transaction, personal information forms for proposed new insiders, a geological report for key properties of Cabia, audited financial statements for Cabia and the issuance of a comprehensive press release. Gee-Ten is in the process of submitting this documentation to the TSXV and will issue a more detailed press release once complete information is available.

ABOUT GEE-TEN VENTURES INC.

Gee-Ten Ventures Inc. is a Canadian exploration Corporation, quoted for trading on Tier 2 of the TSXV under the symbol GTV. Gee-Ten currently has 6,954,784 Gee-Ten Shares outstanding.

Completion of the Cabia Transaction is subject to a number of conditions, including the completion of the Private Placement, Gee-Ten and Cabia's disinterested 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 Cabia Transaction. The transaction cannot close until the required shareholder approvals 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 Cabia Transaction, any information released or received with respect to the Cabia Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Gee-Ten should be considered highly speculative.

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 Cabia Transaction 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 Amalgamation Agreement and the anticipated benefits of the Cabia Transaction. 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, fluctuations in commodity prices and foreign currencies, uncertainty of future contractual terms, failure to realize anticipated benefits of the Cabia Transaction, political risks, 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.

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.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

All information contained in this news release with respect to Cabia was supplied by Cabia for inclusion herein.

Neither the securities of Gee-Ten nor the securities of Cabia have been, nor will be, registered under the U.S. Securities Act or any state securities laws and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an applicable exemption from such registration requirements is available. This news release does not constitute an offer or sale of securities in the United States.

Contact Information

  • Gee-Ten Ventures Inc.
    Mr. Steve Saviuk
    Chairman
    514-240-4371
    or
    Mackie Research Capital Corporation
    Mr. John A. McMahon
    Vice Chairman, Head of Investment Banking
    416-860-7600