Gee-Ten Ventures Inc.
TSX VENTURE : GTV

Gee-Ten Ventures Inc.

October 26, 2011 17:57 ET

Gee-Ten Ventures Announces Closing of Merger With Cabia Goldhills Inc.

MONTREAL, QUÉBEC--(Marketwire - Oct. 26, 2011) - Gee-Ten Ventures Inc. ("Gee-Ten") (TSX VENTURE:GTV) and Cabia Goldhills Inc. ("Cabia") are pleased to announce that today they have completed their previously announced merger transaction (the "Merger") pursuant to a merger agreement dated April 4, 2011, as amended and restated on May 30, 2011. Pursuant to the Merger, Gee-Ten acquired all of the issued and outstanding shares of Cabia (the "Cabia Shares"). Under the Merger, former Cabia shareholders received one (1) common share of the resulting corporation ("New Cabia"), with such shares, (the "New Cabia Shares"), for each two (2) Cabia Shares held (the "Consideration").

"With the transaction completed, we are well positioned to advance development of our assets in Colombia," said Michel Delisle, newly appointed CEO of New Cabia.

Prior to the completion of the Merger, Cabia completed a brokered private placement (the "Private Placement") for aggregate gross proceeds of $3,000,060, through the issuance of 7,500,150 subscription receipts (the "Subscription Receipts"). Each Subscription Receipt entitled the holder to receive one New Cabia Share and one-half of one New Cabia Share purchase warrant (collectively, the "Subscription Receipt Securities"), without payment of additional consideration, concurrently with the closing of the Merger. Mackie Research Capital Corporation acted as sole agent (the "Agent") on the Private Placement.

Each whole New Cabia Share purchase warrant shall be exercisable to acquire one New Cabia Share for a period of twenty-four (24) months at an exercise price of $0.75, subject to adjustment in certain events.

At closing of the Private Placement, for its services in connection with the Private Placement, the Agent received a cash commission in the amount of $187,764.80 and was granted a total of 423,515 broker warrants (each, a "Broker Warrant"). Each Broker Warrant is exercisable to acquire a unit acquire a unit (a "Broker Unit") comprised of comprised of one New Cabia Share and one-half (1/2) of a New Cabia Share purchase warrant (each whole, a "Broker Unit Warrant") for a period of twenty-four (24) months an exercise price of $0.40 per Broker Unit.

Each Broker Unit Warrant shall be exercisable to acquire one New Cabia Share for a period of twenty-four (24) months at an exercise price of $0.75.

In connection with completion of the Merger, the Subscription Receipts were deemed exercised and holders thereof were issued the Subscription Receipt Securities and the net proceeds of the Private Placement are excepted to be released to New Cabia on or before October 28, 2011.

For further information regarding the details of the Merger, please refer to the management information circular filed on SEDAR at www.sedar.com and the press releases of Gee-Ten filed on SEDAR since April 5, 2011.

The Merger, and other matters in connection with the Merger, including a change of Gee-Ten's name to "Cabia Goldhills Inc." ("New Cabia"), was approved at special meetings of the shareholders of Gee-Ten and Cabia held on August 15, 2011.

The officers of New Cabia are Michel Delisle (Chief Executive Officer and Chairman), Steve Saviuk (Chief Financial Officer and Corporate Secretary), Peter Bolt (Vice President, Operations), Pierre Barnard (Corporate Secretary) and Eddy Escalante (Vice President, Exploration). The directors of New Cabia are Michel Delise, Jean Rainville, Steve Saviuk, Claude Dufresne, Peter Bolt, Harold Barbosa and Pierre Barnard.

As a result of the Merger, New Cabia has 34,694,934 common shares outstanding and has reserved for issuance 1,865,000 common shares pursuant to stock options and 6,218,597 common shares pursuant to warrants and compensation options.

Of these securities, 9,585,000 New Cabia common shares, stock options for the issuance of 160,000 New Cabia common shares, warrants for the issuance of 200,000 New Cabia common shares, which comprise all of the securities held by insiders and their affiliates, were placed in escrow pursuant to the TSX Venture Exchange policies. An additional 7,450,000 New Cabia common shares held by certain founding non-principal shareholders were also placed in escrow pursuant to the TSX Venture Exchange policies.

Upon submission of a duly completed letter of transmittal and any other required documentation, former Cabia shareholders will receive the Consideration to which they are entitled to receive pursuant to the Merger, subject to adjustment for fractional securities.

New Cabia expects that, subject to the receipt of final regulatory approval, the TSX Venture Exchange's final bulletin will be issued on or about November 1, 2011 with trading under New Cabia's name of "Cabia Goldhills Inc." and new symbol "CGH" expected to commence on or about November 4, 2011.

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 the private placement, Gee-Ten has approximately 4,100,000 shares outstanding.

Statements in this press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to receipt of all necessary regulatory and third party approvals and the trading of New Cabia's common shares under its new name and trading symbol. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, level of activity, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of Gee-Ten, Cabia and New Cabia) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally, the risks associated with the mining exploration, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to: operational risks in exploration, development and production; delays or changes in plans; competition for and/or inability to retain other services; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; risks associated to the uncertainty of reserve estimates; governmental regulation of the oil and gas industry, including environmental regulation; geological, technical, drilling and processing problems and other difficulties in producing reserves; the uncertainty of estimates and projections of production, costs and expenses; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; incorrect assessments of the value of acquisitions; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for resources; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. New Cabia does not undertake any obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the 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.

Contact Information

  • Cabia Goldhills Inc.
    Mr. Michel Delisle
    President
    1 (514) 695-7427