Gee-Ten Ventures Provides Update on its Reverse Takeover With Cabia Goldhills Inc. and Announces the Results of its Sharedholders Meeting
18.08.2011 | Marketwire
MONTREAL, Aug. 18, 2011 - Gee-Ten Ventures Inc. ("Gee-Ten")(TSX VENTURE:GTV) 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. Gee-Ten has received the conditional approval of the TSX Venture Exchange for the Transaction as well as unanimous approval of its shareholders at a special meeting of shareholders, which was held on August 15, 2011. The Transaction has also been approved unanimously by the shareholders of Cabia. The information circular relating to the special meeting of Gee-Ten shareholders (the "Information Circular") and the NI 43-101 geological report on Cabia's Mejia Concession can be viewed at www.sedar.com.Provided the Cabia Financing (as defined below) is completed, the Transaction will become effective shortly after the final regulatory approvals are obtained. The shares of the corporation resulting from the amalgamation ("Amalco"), which will be known as "Cabia Goldhills Inc.", will then trade on the TSX Venture Exchange (the "TSXV") under the symbol "CGH".
Cabia
Cabia is a private corporation incorporated pursuant to the Canada Business Corporations Act on January 28, 2010. Cabia is engaged in the business of mineral exploration in Colombia, South America. Cabia has entered into property agreements pursuant to which it acquired the Mejia Concession totalling approximately 7,000 hectares in Colombia. The Mejia Concession has been formally issued by the authorities in Colombia and all necessary steps have been taken and documents filed to formally transfer title to Cabia, subject only to final registration by the authorities.
The following table sets out selected financial data of Cabia derived from its audited financial statements for the fiscal year ended November 30, 2010, and the unaudited interim financial statements for the three month period ended February 28, 2011. This summary of financial data should be read together with the more detailed information and the financial statements of Cabia and notes thereto set forth in the Information Circular, all which can be viewed at www.sedar.com.
As at February 28, As at November 30,
2011 and for the three 2010 and for the 306
month period ended day period then ended
(unaudited) (audited)
($) ($)
Total Revenues - -
Current Assets 515,760 531,574
Total Assets 515,760 531,574
Current Liabilities 294,932 293,602
Total Liabilities 294,932 293,602
Loss 131,380 755,227
Basic and Diluted Loss per Cabia Sharev 0.01 0.03
Cabia funded operations during the period from incorporation (January 28, 2010) to November 30, 2010 from the aggregate proceeds of $998,019 in cash private placement financings. Cabia had a working capital balance of $220,828 including cash of $193,223 as at February 28, 2011, which has since been used in the normal course of its business.
Cabia Financing
It is a condition of the Transaction that Cabia completes a brokered private placement (the "Cabia Financing"), for which Mackie Research Capital Corporation (the "Agent") acts as lead agent, of a minimum of 7,500,000 subscription receipts (the "Cabia Subscription Receipts") and a maximum of 12,500,000 Cabia Subscription Receipts (or 14,375,000 Cabia Subscription Receipts if the Agent exercises its over-allotment option in full) at a price of $0.40 per Cabia Subscription Receipt for aggregate gross proceeds of a minimum of $3,000,000 and a maximum of $5,000,000 (or $5,750,000 if the Agent exercises its over-allotment option in full). The Cabia Subscription Receipts shall be exchanged, without payment of any additional consideration and subject to certain adjustments, for units in the capital of Amalco (the "Amalco Units") at the effective time of the amalgamation on the basis of one Amalco Unit for each Cabia Subscription Receipt. Each Amalco Unit will consist of one common share in the capital of Amalco ("Amalco Share") and one-half of one Amalco share purchase warrant ("Amalco Warrant") with each whole Amalco Warrant entitling the holder to purchase one additional Amalco Share at an exercise price of $0.75 per Amalco share for a period of 2 years from the date of listing of the Amalco Shares on the TSXV. The proceeds of the Cabia Financing will be applied to property acquisition, exploration expenditures and working capital.
Summary of the Transaction
Pursuant to the amalgamation agreement entered into on April 4, 2011, (the "Amalgamation Agreement") Gee-Ten and Cabia have agreed to complete a business combination by way of statutory amalgamation, pursuant to which Gee-Ten and Cabia will amalgamate to form Amalco. The number of Amalco Shares that each shareholder of Gee-Ten and Cabia will receive upon completion of the Transaction has been negotiated and agreed to on a non-arm's-length basis and is representing a deemed price of $0.20 per Amalco Share. Gee-Ten has 6,954,784 common shares, 1,427,500 warrants, 270,500 finder options and 365,000 Gee-Ten stock options issued and outstanding, and Cabia has 40,480,000 common issued and outstanding.
Pursuant to the terms of the Amalgamation Agreement, Gee-Ten shareholders will exchange their common shares in the capital of Gee-Ten for Amalco Shares on a one for one basis and Cabia shareholders will exchange their common shares in the capital of Cabia ("Cabia Shares") for Amalco Shares on the basis of one Amalco Share for every two Cabia Shares, resulting in 6,954,784 Amalco Shares being issued to Gee-Ten shareholders and 20,240,000 Amalco Shares being issued to Cabia shareholders. As a result, assuming no convertible securities of Gee-Ten are exercised and the completion of the maximum Cabia Financing (without the exercise of the Agent's over-allotment option), 39,694,784 Amalco Shares, 7,677,500 Amalco Warrants, 365,000 Amalco stock options, 270,500 Amalco finder options and 1,250,000 Amalco compensation options will be issued and outstanding on completion of the Transaction.
The following table summarizes the distribution of the Amalco securities that will be issued on completion of the Transaction under the assumption that no additional securities are issued by Gee-Ten and Cabia.
To Gee-Ten
Securityholders To Cabia
Shareholders To Holders of
Cabia
Subscription
Receipts Total Amalco
Amalco Shares to be Issued 6,954,784 20,240,000 7,500,000(1) /
12,500,000(2) /
14,375,000(3) 34,694,784(1)/
39,694,784 (2) /
41,569,784 (3)
Amalco Warrants 1,427,500 n/a 3,750,000(1) /
6,250,000(2) /
7,187,500(3) 5,177,500(1)/
7,677,500 (2) /
8,615,000 (3)
Amalco Stock Options 365,000 n/a n/a 365,000
Amalco Compensation Options n/a n/a n/a 750,000(1) /
1,250,000(2) /
1,437,500(3)
Amalco Finder Options 270,500 n/a n/a 270,500
Percentage of Amalco Shares to be Issued 20.0%(1) /
17.5% (2) /
16.7% (3) 58.3% (1) /
51.0% (2) /
48.7% (3) 21.6% (1)/
31.5% (2) /
34.6% (3) 100%
Share Exchange Ratio (Gee-Ten / Cabia:Amalco) 1:1 2:1 1:1
Notes:
1. Assuming completion of the minimum Cabia Financing.
2. Assuming completion of the maximum Cabia Financing.
3. Assuming completion of the maximum Offering and that the Agent exercises
the Over-Allotment Option in full.
For a description of the fully-diluted share capital of Amalco and additional information on the Transaction, please refer to the Information Circular which can be viewed at www.sedar.com.
Board of Directors and Management
If the Transaction is successfully completed the parties intend that the board of directors of Amalco will consist of:
Name Current Position
with
Gee-Ten Position with Amalco Number and
Percentage of
Gee-Ten Shares Number and
Percentage of
Cabia Shares
Mr. Michel Delisle
Beaconsfield (QC) - Chairman and CEO 100,000
(1.4 %) 5,250,000
(12.9 %)
Mr. Steve Saviuk
Beaconsfield (QC) Chairman Director and CFO 100,00
(1.4 %) 2,720,000
(6.7 %)
Mr. Peter Bolt
Medellin, Colombia Director Director, Vice-President Operations 250,000
(3.6 %) 3,500,000
(8.6 %)
Mr. Jean Rainville
Montréal (QC) Director Director nil 50,000
(0.1 %)
Mr. Pierre Barnard
Montréal (QC) Secretary, CFO and Director Secretary and Director nil 3,250,000
(8.0 %)
Mr. Claude Dufresne
Montréal (QC) Director Director 150,000
(2.2 %) 500,000
(1.2 %)
Mr. Harold Barbosa
Montréal (QC) - Director - 2,400,000
(5.9 %)
Total: 600,000 17,670,000
If the Transaction is successfully completed, the parties intend that the officers of Amalco will consist of Michel Delisle (Chairman and CEO), Steve Saviuk (CFO), Peter Bolt (Vice President Operations), Eddy Escalante (Vice President Exploration) and Pierre Barnard (Corporate Secretary).
Biographical Information
Biographical information for the Amalco directors and officers is summarized below:
Michel Delisle, Chairman, President and Chief Executive Officer
Mr. Delisle, one of the founders of Cabia, has served as Chairman and director of Cabia since January 2010. Mr. Delisle is a businessman who for the last five years has been involved in the identification, financing, and development of business opportunities. Mr. Delisle resides in Beaconsfield, Quebec and dedicates approximately 50% of his time to Cabia. He has not entered into any employment, non-competition or non-disclosure agreement with Cabia.
Steve Saviuk, Director and CFO
M. Saviuk is currently the Chairman of Gee-Ten and has been for the last five years Chairman and CEO of Manitex Capital Inc, which he founded in 1995. Manitex is an investment company focusing on private equity investments in the natural resource and healthcare sector. Mr. Saviuk has an extensive background in finance and private capital investing including a number of successful health science companies. He co-founded Valeo Pharma, a fast growing full service Canadian pharmaceutical company, in 2003 and has served as its President and CEO since. Mr. Saviuk resides in Beaconsfield, Quebec and will dedicate approximately 40% of his time to Amalco. He has not entered into any employment, non-competition or non-disclosure agreement with Cabia.
Harold Barbosa, Director
Mr. Barbosa, a national of Colombia, has been the President and CEO of Cabia since January 2010. Mr. Barbosa holds a B.A. in Economics and an Executive development certificate from McGill University. Mr. Barbosa has more than 30 years of experience in international business including extensive involvements in strategic planning, business development, contract negotiations, corporate structuring, sourcing and structuring public and private financings, merger, acquisitions and government relations. Mr. Barbosa also has solid business relationships in North America, Africa, the Caribbean, Central and South America in the areas of Energy, Telecommunications, Mining and Infrastructure.
Peter Bolt, Ph.D. (Mining Eng), B.Sc. (Mining Eng) (Hons), C.Eng., Director and Vice- President Operations
Dr. Bolt has been the Vice-President of Operations of Cabia since January 2011. Dr. Bolt has been the Vice-President of Operations for Continental Gold Limited from September 2007 to 2010. Between June 2002 and August 2007 he was the Chairman, a director and Technical Director for Cambridge Mineral Resources Plc where he was responsible for establishing and managing its operations in Colombia from 2005 to 2007. Dr. Bolt was the Chairman, a director and Technical Director for Hereward Ventures plc from 2002 to 2005. During the period 1991 to 2002, he was Principal Mining Engineer for SRK (UK) Ltd., an international mining consulting firm. Peter Bolt has 25 years experience in the mining industry. Dr. Bolt holds a B.Sc. (Mining Engineering) and Ph.D. (Mining Engineering) from Cardiff University in the U.K. He is also a Chartered Engineer with the Engineering Council (UK), a professional member of the Institute of Materials, Minerals and Mining (UK) and a member of the Canadian Institute of Mining, Metallurgy and Petroleum. Dr. Bolt is an employee and will dedicate 100% of his time to Amalco.
Jean Rainville, Director
Mr Rainville has more than 30 years of experience in the mining industry and financial markets. He started his career as a mining analyst, and has acted as a corporate director for many companies. He was the director and branch manager for a Canadian investment broker from November 2000 to July 2008. He has been the Chief Financial Officer of NQ Exploration Inc., a company listed on the TSX Venture Exchange, since April 2008, a director of Critical Elements Corporation since 2010 and was a director of Birim Goldfields, a company listed on the TSX Venture Exchange, from September 1994 to March 2008. Mr. Rainville has a bachelor's degree in mining and metallurgy and a bachelor's degree in administration from McGill University.
Pierre Barnard, Corporate Secretary and Director
Mr Barnard is a lawyer specialized in the securities and natural resources sectors. Mr. Barnard resides in Montreal, Quebec and dedicates approximately 5% of his time to Cabia. He has not entered into any employment, non-competition or non-disclosure agreement with Cabia.
Claude Dufresne, Director
Mr. Claude Dufresne, Ing. started his career as a Metallurgist with Cambior and in 1996, he was transferred to its largest operation, Omai Gold Mines Ltd. After Cambior's acquisition by Iamgold Corp., Mr. Dufresne collaborated with Iamgold's Corporate Development group while continuing with its Sales & Marketing activities, which included niobium and bauxite. In January 2008, Mr. Dufresne started Camet Metallurgy Inc., a joint venture company with Iamgold, which is responsible for the worldwide sales and marketing of Iamgold's niobium from the Niobec mine. He has been a Director of Excel Gold Mining Inc. since December 15, 2010 and Gee-Ten since December 2010. He has been a Member of the Technical Advisory Board at Quantum Rare Earth Developments Corp. since September 2010. He served as a Director of Fieldex Exploration Inc. until June 2007. He served as a Director of Visible Gold Mines Inc. from 2007 to February 12, 2009. Mr. Dufresne is a Member of the Ordre des Ingénieurs du Quebec, and of the Tantalum & Niobium International Study Center (TIC). Mr. Dufresne graduated with a Bachelors degree in Mining Engineering from Laval University in 1991.
Eddy O. Escalante, Vice President Exploration
Mr Escalante is a professional geologist with more than 20 years experience exploring for precious and base metals, including the planning, implementing and managing generative to advanced-stage exploration projects in a variety of geological settings in Bolivia, Argentina, Peru, Chile and Colombia. Since 2009 he acted as a private consultant in South America for various junior companies operating in South America. Prior thereto, he was Chief Geologist for Continental Gold Limited (2007-2009), Exploration Manager-south America for Pan American Silver Corp. (2005-2007) and Senior Project Geologist for Apex Silver Corporation. He is a member of the Society of Economic Geologists, of the Colorado School of Mines Alumni Association, of the Geologist College of Bolivia and of the Bolivian Society of Engineers. Mr Escalante has obtained a M.Sc. in Geology of the Colorado School of Mines.
Selected Pro-forma Financial Information
The pro-forma consolidated financial statements of Gee-Ten, together with the audited financial statements of Cabia, are attached to the Information Circular.
Pro-Forma Consolidated Balance Sheet Data:
As at February 28, 2011
after giving effect
to Transaction and
minimum Cabia
Financing
(unaudited)
($) As at February 28, 2011
after giving effect
to Transaction
and maximum
Cabia Financing
(unaudited)
($)
Total Assets 4,211,935 (1) 6,051,935(1)
Total Liabilities 212,397 212,397
Notes:
1. Taking into account the estimated expenses of the Transaction estimated at $300,000 and the remuneration of the Agent of $240,000 (Minimum Offering) and $400,000 (Maximum Offering).
Pro-forma consolidated financial statement of loss, comprehensive loss and deficit for the three month period ended February 28, 2011 and for the twelve month period ended February 28, 2011 (unaudited):
Three Month Period Ended
February 28, 2011
(unaudited)
($) Twelve Month Period
ended November 30, 2010
(unaudited)
($)
Expenses 489,117 945,315
Loss 489,117 945,315
Loss Per Common Share 0.01 0.03
Loss (Per Common Share) 0.01 0.03
Interest of Insiders, Promoters or Control Persons
The following table contains the list of all of the Insiders and Non-Arm's Length Parties to the Transaction. No Insider, promoter or Control Person of Gee-Ten and Cabia or their Associates and Affiliates (before giving effect to the Transaction) have any interest in the Transaction other than that which arises from their holding of Gee-Ten Shares and Cabia Shares, as appears in the following table:
Name of
Interested Party Position with
Gee-Ten Position with Amalco Number and
Percentage
of Gee-Ten Shares Number and
Percentage
of Cabia Shares
Mr. Michel Delisle - Chairman and CEO 100,000
(1.4 %) 5,250,000
(12.9 %)
Mr. Steve Saviuk Chairman Director and CFO 100,000
(1.4 %) 2,720,000
(6.7 %)
Mr. Peter Bolt Director Director, Vice-President Operations 250,000
(3.6 %) 3,500,000
(8.6 %)
Mr. Jean Rainville Director Director nil
(- %) 50,000
(0.1 %)
Mr. Pierre Barnard Corporate Secretary, CFO and Director Secretary and Director nil
(- %) 3,250,000
(8.0 %)
Mr. Claude Dufresne Director Director 150,000
(2.2 %) 500,000
(1.2 %)
Mr. Harold Barbosa - Director - 2,400,000
(5.9 %)
Mr. Marc Labrecque Director and CEO - 36,700
(0.1 %) -
Available Funds
Upon closing of the Transaction, Amalco will have approximately $3,675,782 of funds available to it (assuming completion of the minimum Cabia Financing), or $5,597,782 (assuming completion of the maximum Cabia Financing), net of the estimated expenses of the Transaction. Amalco will use the available funds for acquisition of mineral properties, exploration expenditures and for working capital. Amalco intends to use the available funds over the next 18 months as set out in the following table:
Minimum Offering ($) Maximum Offering
($)
Available Funds (1) 3,675,782 5,515,782
Property Payments (2) 155,000 155,000
General & Administration Expenses (3) 1,100,000 1,477,000
Phase 1 Exploration Program 219,650 219,650
Phase 2 Exploration Program 1,462,000 2,219,500
Environmental Permits and Land Access Costs 25,000 25,000
Contingencies and Unallocated Funds 714,132 3,675,782 1,419,632 5,515,782
Use of Funds (4) (5) 3,675,782 5,515,782
Notes:
1. Based on the February 28, 2011 proforma consolidated statements.
2. Representing the cash payments to be made with respect to the Mejia Concession.
3. Including an amount of approximately $200,000 representing the cost of operating a public company (Exchange fees, transfer agent, costs associated to annual meetings and professional fees).
4. Assuming parity between the American and the Canadian dollar.
5. A portion of these funds will be paid to non arm's length parties, namely Mr Peter Bolt and Eddie Escalante, who will be employees of Amalco's subsidiaries.
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.
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.
Contact
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