NATCHEZ, Miss., Feb. 9, 2021 /CNW/ -- In connection with
their previously announced letter of intent, Cadillac Ventures Inc.
("Cadillac") (TSXV: CDC) and KFG Resources Ltd.
("KFG") (TSXV: KFG) are pleased to announce that they have
entered into a definitive arrangement agreement (the
"Arrangement Agreement") dated February 9, 2021 pursuant to which, among other
things, Cadillac will acquire all of the issued and outstanding
common shares of KFG (the "Transaction"). 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 www.sedar.com.
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 2/3% 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 (the "Meeting") 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 TSXV.
For more information about Cadillac and KFG, please refer to
each company's profile on SEDAR at www.sedar.com.
Cautionary statement regarding forward–looking
This news release contains 'forward-looking statements'
within the meaning of applicable securities laws. Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by words such as the
following: expects, plans, anticipates, believes, intends,
estimates, projects, assumes, potential and similar expressions.
Forward-looking statements also include reference to events or
conditions that will, would, may, could or should occur, including,
without limitation, statements relating to the Transaction,
including the terms, conditions and process associated therewith;
the timing of the Meeting and mailing of the meeting materials in
connection therewith; the anticipated receipt of required
shareholder, regulatory, court, stock exchange and other third
party approvals for the Transaction; the ability of Cadillac and
KFG to satisfy the conditions to, and to complete, the Transaction;
the anticipated appointment of KFG nominees to the Cadillac board
of directors following completion of the Transaction; and the
de-listing of the KFG common shares from the TSX Venture Exchange.
These forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while based on
management's expectations and considered reasonable at the time
they are made, are inherently subject to a variety of risks and
uncertainties which could cause actual events or results to differ
materially from those reflected in the forward-looking statements,
including those described in the KFG's public disclosure documents
on SEDAR at www.sedar.com. As a result, readers are cautioned not
to place undue reliance on these forward-looking statements. The
forward-looking statements contained in this news release are made
as of the date of this release. Unless required by law, KFG has no
intention to and assumes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this new release.
SOURCE KFG Resources Ltd.