Gee-Ten Ventures Inc.
TSX VENTURE : GTV

Gee-Ten Ventures Inc.

October 03, 2011 08:11 ET

Gee-Ten Ventures Announces its Results For its Fiscal Year Ended May 31, 2011 and Provides an Update on its Reverse Takeover With Cabia Goldhills Inc.

MONTREAL, QUEBEC--(Marketwire - Oct. 3, 2011) - 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"or the "Company") (TSX VENTURE:GTV) today announces its audited results for the year ended May 31, 2011. As at May 31, 2011, the Company had cash and cash equivalents in excess of $1.1 million. It suffered a net loss of $487,060 for the year, including the write off of the cumulative capitalized exploration expenses on its properties located in the Province of Québec.

Further to its news release of August 18, 2011, Gee-Ten is pleased to update its shareholders in connection with its proposed amalgamation with Cabia Goldhills Inc. ("Cabia") relating to a reverse takeover transaction (the "Transaction"), pursuant to which Gee-Ten proposes to acquire all of the issued securities of Cabia in exchange for common shares of Gee-Ten. Following receipt of the conditional approval of the TSX Venture Exchange for the Transaction as well as unanimous approval of the Gee-Ten and Cabia shareholders at special meetings of shareholders, which were held on August 15, 2011, the closing of a private placement of subscription receipts of Cabia and the amalgamation have been scheduled for on or before October 14, 2011. The shares of the corporation resulting from the amalgamation, which will be known as "Cabia Goldhills Inc.", will trade on the TSX Venture Exchange under the symbol "CGH" shortly thereafter, as soon as all closing conditions are met and final regulatory approval is obtained. Mackie Research Capital Corporation is acting as agent in connection with the private placement.

The information circular relating to the special meeting of Gee-Ten shareholders, the NI 43-101 geological report on Cabia's Mejia Concession and the audited financial statements of Gee-Ten for the year ended May 31, 2011can be viewed at www.sedar.com.

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.

Completion of the Transaction is subject to a number of conditions, including the completion of a private placement. In addition, no adverse change in the affairs of Cabia and Gee-Ten shall have occurred prior to closing. The Transaction cannot close until the required 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 Transaction, any information released or received with respect to the 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 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 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.

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.

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 news release.

Contact Information

  • Gee-Ten Ventures Inc.
    Mr. Steve Saviuk
    Chairman
    (514) 240-4371

    Mackie Research Capital Corporation
    Mr. John A. McMahon
    Vice Chairman, Head of Investment Banking
    (416) 860-7600