KFG enters definitive deal for sale to Cadillac

2021-02-09 19:53 MT - News Release

Mr. Robert Kadane reports

CADILLAC VENTURES INC. AND KFG RESOURCES LTD. ENTER INTO ARRANGEMENT AGREEMENT

In connection with their previously announced letter of intent, Cadillac Ventures Inc. and KFG Resources Ltd. have entered into a definitive arrangement agreement dated Feb. 9, 2021, pursuant to which, among other things, Cadillac will acquire all of the issued and outstanding common shares of KFG. Under the arrangement agreement, KFG shareholders will be entitled to receive one common share of Cadillac in exchange for each KFG common share held. The arrangement agreement will be filed on KFG's SEDAR profile on the SEDAR website.

The transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval by at least 66-2/3rds per cent of votes cast by KFG shareholders present in person or represented by proxy at a special meeting of KFG shareholders to be called in connection with the transaction in addition to any minority approval required under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). In addition to KFG shareholder approval, closing of the transaction is subject to the receipt of certain regulatory, court and stock exchange approvals, and the satisfaction of other closing conditions customary in transactions of this nature.

Further information regarding the transaction will be contained in a management information circular that KFG will prepare, file and mail to KFG shareholders in connection with the meeting. All KFG shareholders are urged to read the information circular once available as it will contain additional important information concerning the transaction.

The transaction has been unanimously approved by the board of directors of both KFG and Cadillac. The board of directors of KFG unanimously recommends that KFG shareholders vote in favour of the transaction at the meeting.

Following completion of the transaction, it is anticipated one KFG director will be appointed to the Cadillac board of directors and a second KFG nominee will be appointed at Cadillac's next annual shareholders meeting. KFG common shares will be delisted from the TSX Venture Exchange.

We seek Safe Harbor.