Cadillac Ventures closes KFG Resources acquisition

2021-05-03 10:39 MT - News Release

See News Release (C-CDC) Cadillac Ventures Inc (2)

Mr. Norman Brewster of Cadillac reports

CADILLAC VENTURES INC. AND KFG RESOURCES LTD. ANNOUNCE COMPLETION OF ARRANGEMENT

Cadillac Ventures Inc. has closed the acquisition of KFG Resources Ltd., pursuant to the previously announced plan of arrangement.

THE ARRANGEMENT

Pursuant to the Arrangement, Cadillac acquired all of the issued and outstanding common shares of KFG ("KFG Shares") on the basis of one common share of Cadillac (each, a "Cadillac Share") in exchange for each KFG Share held. In connection with the Arrangement, Cadillac issued an aggregate of 50,539,644 Cadillac Shares and there are 150,960,910 Cadillac Shares issued and outstanding following completion of the Arrangement.

The Arrangement was approved by holders ("KFG Shareholders") of KFG Shares at a special meeting of KFG Shareholders held on April 15, 2021 to consider the Arrangement. In addition, on April 19, 2021, the Supreme Court of British Columbia approved the Arrangement and granted a final order in respect thereof. The remaining conditions to completion of the Arrangement were satisfied or waived by the Parties on April 30, 2021.

The KFG Shares are expected to be delisted from the TSX Venture Exchange within 1-2 business days following completion of the Arrangement and KFG will make an application to cease to be a reporting issuer shortly thereafter. Additional information regarding the Arrangement is provided in the management information circular of KFG dated March 12, 2021, which has been filed on KFG's SEDAR profile at www.sedar.com.

CADILLAC DIRECTORS

Following closing of the Arrangement, G. Stephen Guido was appointed to the Cadillac board of directors ("Cadillac Board"), which is now comprised of five members. Mr. Guido is a director and Vice President, Operations and Chief Operation Officer of KFG and director, President and Chief Executive Officer of KFG's subsidiary, KFG Petroleum Corporation. In addition, pursuant to the terms of the Arrangement, the Cadillac Board has agreed to nominate Giacomo Grassi for election to the Cadillac Board at the next meeting of Cadillac shareholders at which directors are elected. Mr. Grassi is an independent businessman and corporate director, currently serving as a director on KFG, as well as director and property management administrator of Giamel Inc. (a private commercial real estate company) and director of Spectra Inc. (a public manufacturer of commercial transportation safety products).

EXHANGE OF KFG SHARES

Registered KFG shareholders who have not already done so, should submit the certificates representing their KFG Shares, together with a signed and completed letter of transmittal, to TSX Trust Company, the depositary for the Arrangement in order to receive the Cadillac Shares to which they are entitled pursuant to the Arrangement. Copies of the letter of transmittal are available on KFG's SEDAR profile at www.sedar.com. KFG shareholders who hold their KFG Shares through a broker or other intermediary should follow the instructions provided by such broker or other intermediary to exchange their KFG Shares for Cadillac Shares.

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