|By Marketwired .||
|September 22, 2016 08:38 AM EDT|
TORONTO, ONTARIO -- (Marketwired) -- 09/22/16 -- Cadillac Ventures Inc. (TSX VENTURE:CDC) (OTC:CADIF) ("Cadillac" or the "Company") is pleased to announce a proposed investment of $900,000 into Cadillac through a non-brokered private placement. The company has received subscription agreements from three independent investors for a total of $900,000 to acquire 18 million units at $0.05 each, with each unit consisting of one common share and one warrant exercisable at $0.05 to acquire one common share for a period of 24 months from closing. A four month hold period will apply to the securities issued. The proceeds from the private placement will be used for general working capital.
Cadillac after the issuance of the units will have a total of 52,669,881 common shares issued and outstanding. New investor Best Path Developments Limited of the British Virgin Islands will hold 7,571,364 common shares being 14.375% of the issued and outstanding. If the unit warrants were exercised it could control 25.1% of the company, which could create a new control person. The other two purchasers are acquiring 9.9% of Cadillac, so if they exercise warrants they will be over 10%. Best Path is controlled by Mr. Youliang Wang of China who it is intended will be appointed on closing as a member of Cadillac's board of directors and Chairman of Cadillac. Mr. Sam (Sheng) Wang (a Canadian resident in Vancouver who the Company understands to be independent of Best Path and Mr. Youliang Wang) will also be appointed as a director. In light of these ownership and management changes, as a condition of the offering, restrictions will be placed on exercise of the warrants for all 3 investors and on the exercise of compensation options to be granted, until and conditional upon shareholder approval to be sought at the annual and special meeting of shareholders scheduled for November 2016.
Additional terms of the offering are that Cadillac will increase the board size to 8 directors, with two new directors to be proposed at the shareholder's meeting, one a representative of Best Path and the other independent. The Company will as soon as reasonably possible issue a total of 1,800,000 compensation options split as to 450,000 options to each of the new directors, each exercisable for five (5) years for one common share of the Company at an exercise price of $0.05. There is a break-up fee of $50,000 payable by either Cadillac or the subscribers if they do not complete the transaction after TSX Venture Exchange approval is obtained. The parties also propose to enter a right of first refusal agreement allowing the three investors to maintain their percentage holdings unless Best Path and its affiliates collectively fall below 35% of the issued and outstanding shares of the Company.
A finder's fee will be paid on closing in cash equal to 7% of the gross proceeds raised and a number of warrants equal to 8% of the units issued, each exercisable for one share at $0.05 for 24 months.
Closing of the offering is subject to the receipt of all required documentation and TSX Venture Exchange approval. The private placement is scheduled to close on October 3, 2016.
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.
President and Chief Executive Officer
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