Cadillac Ventures Inc. and KFG Resources Ltd. enter into Arrangement Agreement

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 information

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.

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