CACHE Announces Qualifying Transaction - Proposed Acquisition of 70% Interest in Bluff Lake Property, Quesnel Trough, British Columbia PDF Print E-mail

VANCOUVER, BRITISH COLUMBIA -- (November 20, 2009) – Cache Exploration Inc. (TSX-V.CAY.P) (the "Company" or "Cache") is pleased to announce that it has entered into a Mineral Property Working Option Agreement dated for reference November 19, 2009 (the "Option Agreement") with Candorado Operating Company Ltd (TSX-V CDO) ("Candorado"), a reporting British Columbia corporation, pursuant to which the Company can acquire, in an arms length transaction, a 70% interest in certain mineral claims known as the Bluff Lake Property located in the “Quesnel Trough” area of British Columbia, Canada (the "Transaction"). The terms of the Transaction are subject to TSX Venture Exchange (the "Exchange") approval and if approved the Transaction will constitute the Company's acquisition of a significant asset as a Qualifying Transaction as that term is defined in the Exchange’s CPC Policy 2.4. Upon completion of the Transaction, the Company will be listed as a Tier 2 mining issuer.

Description of the Bluff Lake Property

  1. The Bluff Lake Property is located immediately north and adjacent to GWR Resource’s (GWQ-X) Lac La Hache copper-gold property. The Lac La Hache Property is situated between Imperial Metals' Mt. Polley Copper-Gold Mine and New Gold Inc.'s New Afton Copper-Gold project below Teck-Cominco's former Afton open pit copper-gold mine. The Lac La Hache and Bluff Lake properties are readily road accessible and located in a region with rail, road and power infrastructure along with communities that are supportive of resource development.
  2. Drilling of the Lac La Hache Property by GWR Resources is ongoing for the purposes of expanding existing mineralized zones and discovering new zones. Excellent copper prices along with extraordinary gold prices are contributing to GWR's commitment to delineate economic copper-gold deposits.
  3. The Bluff Lake Property is situated along the “Quesnel Trough”, a favourable belt of rocks that hosts many former and presently producing copper±gold porphyry deposits extending from near the BC-US border to northwestern BC.
  4. The most recent exploration work was conducted by Beeston Enterprises Ltd. The results and conclusions of this work include:
    • Government airborne magnetic-radiometric survey.
    • Interpretation of this data by Rob Shives of GamX Inc., who identified several exploration targets all of which were soil sampled two years ago.
    • Sampling/prospecting on one of these targets revealed copper-in-soil anomalies and glacially transported copper mineralized float.
    • Four diamond drill holes spaced over a distance of 500 metres indicated the presence of native copper disseminated in granitic rocks.
    • The extent of this copper mineralization has not been determined both to depth and laterally.
    • Drilling and copper bearing float suggest that copper mineralization may be proximal to a body of “primary” copper sulphide mineralization.
  5. The copper mineralization on the Bluff Lake Property is considered a new discovery and one that merits further exploration.
  6. Most of the exploration data is recent (< 3 years), and is well documented and accessible.

The Company has engaged Warner Gruenwald, P.Geo., to prepare a technical report regarding the Bluff Lake Property in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects, which will be filed on SEDAR.

Terms of Transaction

Cache has an option to earn a 70% interest in the Bluff Lake Property by making exploration expenditures as below:

(i) total exploration expenditures of $100,000 within 12 months of the date of Exchange acceptance of the Option Agreement ("Exchange Acceptance”);
(ii) total expenditures of $150,000 within the period of 24 months after the Exchange Acceptance; and
(iii) total expenditures of $1.5 Million within the period of 36-48 months after Exchange Acceptance.

Candorado will retain a royalty, being 2% of net smelter returns ("NSR"). Cache has the right to acquire one-half of the royalty (i.e. equal to 1% of NSR) by paying Candorado $1,000,000.00 in Canadian currency.

Other Aspects of the Transaction

Private Placement

The Company intends to undertake a non brokered private placement to finance the costs of undertaking work on the Bluff Lake Property. Cache announces it has arranged a nonbrokered private placement for up to 5,500,000 flow-through units ("FT Units") at a price of $0.08 per FT Unit for total proceeds of up to $440,000. Each FT Unit will consist of one "flow-through" common share plus one share purchase warrant entitling the investor to purchase one non-flow-through common share for a period of 12 months at a price of $0.10 per share. The proceeds of the private placement will be used to fund the next phase of exploration of the Bluff Lake Property.

Officers, Directors, and Insiders

Following the completion of the Transaction, the officers, directors and insiders of the “Resulting Issuer” (as defined in Exchange Policy 2.4) will be:

Tom Kennedy - Director and Chief Executive Officer
Mr. Kennedy holds a Bachelors of Commerce degree and a Bachelors of Laws degree from the University of British Columbia. Mr. Kennedy has been a director and officer of public companies for approximately 20 years and is currently the President, Chief Financial Officer, and Secretary as well as a director of Global Tree Technologies Inc, a director of Desert Gold Ventures Inc, a director of Maxtech Ventures Inc, a director of Grand Peak Capital Inc, and a director of HOST International Holdings Inc.

George A. Brown – Director
George A. Brown received a Bachelor of Business Administration degree from Bishop’s University in Lennoxville, Quebec. He is currently a director, President and Chief Executive Officer (since September 2001) of MacMillan Gold Corp., and also a director and CEO (since June 2003) of Duran Ventures Inc. These companies are engaged in the business of the acquisition and exploration of mineral properties and their shares are
listed on the Exchange.

Asha Reeve – Director, Chief Financial Officer and Corporate Secretary
Asha Reeves received her Bachelor of Arts degree in 1993 from the University of British Columbia and Certified General Accountant designation in 2003.

Asha Reeves has occupied the following positions with Boston Pizza International Inc.: Staff Accountant (1995-1999), Senior Accountant (1997-1999), and Assistant Controller (1999-2003). In 2002 Asha Reeves was part of the accounting team that assisted with the establishment of the Boston Pizza Royalty Income Fund. In doing so, she gained experience with the initial public offering process and public reporting requirements. Since 2003, Asha Reeves has been the Controller for Boston Pizza International Inc. Her duties encompass management of the accounting department, and review and analysis of financial statements and management’s discussion and analysis for submission to the Board of Directors. She is also responsible for cash and tax planning, implementation of financial systems and processes to improve overall business performance, and assists
senior management in establishing annual and long-term financial objectives to meet Boston Pizza’s strategic goals.

Dr. David Lentz - Director
Dr. Lentz is an associate professor on the Fredericton campus of UNB and holds the UNB Economic Geology Chair. Before coming to UNB, Dr. Lentz worked as a researcher with the Geological Survey of Canada and the New Brunswick Department of Natural Resources. He is a leader and contributor within the geological community and is one of the strongest promoters of the Geological Association of Canada worldwide. For more than 20 years, he has been an active volunteer in the field of geology and has made many outstanding contributions to GAC’s Mineral Deposits Division. Dr. Lentz received the Canadian Institute of Mining and Petroleum Distinguished Lecturer Award for 2007-08. David Lentz has also received a 2007 Geological Association of Canada (GAC) Distinguished Service Award. In addition Dr. Lentz is a committee member of the Prospectors and Developers Association.

Sponsorship

The Company will be seeking a waiver of the Exchange's "sponsorship requirements" based on the considerations as contemplated in section 3.4 (Exemptions from Sponsorship) of Exchange policy 2.2 on the following bases:

  1. The Company is not a foreign issuer;
  2. Management of the Company meets a high standard, such that the directors and senior officers of the Resulting Issuer (which will be the Company) collectively possess the appropriate experience, qualifications and history; and
  3. The Resulting Issuer will become a mining issuer that:
    (i) satisfies at least the Tier 2 minimum listing requirements as set forth in Exchange policy 2.1; and
    (ii) will have a current geological report for the Bluff Lake Property (which will, at closing, be its only principal property).

The Company has been advised that the Exchange will not require shareholder approval to support the proposed Qualifying Transaction but, will require a filing statement prepared in accordance with Exchange Form 3B2.

Completion of the Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to Exchange policy, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will complete as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 a capital pool should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Upon closing of the Transaction, it is not expected that there will be any new insiders of the Company other than the proposed new directors.

The common shares of the Company will remain halted until such time as the Exchange provides permission to resume trading.

About Cache Exploration

Cache is a reporting British Columbia company the shares of which are listed for trading on the TSX Venture Exchange. The current directors and officers of Cache are Thomas Kennedy, of North Vancouver, BC, Asha Reeves, of North Vancouver, BC, and George Brown, of Toronto, Ontario. The directors and officers and or companies controlled by them collectively own a total of 2,060,000 shares of Cache. Information as to the individual shareholdings of each of the officers and directors of Cache is available on SEDAR.

Cautionary Statements

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 management information circular or filing statement 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 a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction.

Warner Gruenwald, P.Geo., is the Qualified Person on behalf of the Company responsible for the technical matters pertaining to the Bluff Lake Property as set out in this news release.

This news release may contain forward-looking statements based on assumptions and judgments of management regarding future events or results. Such statements are 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. The Company disclaims any intention or obligation to revise or update such statements.

For more information, please contact

Kal Malhi at 604-805-4602 or visit the website at www.sedar.com to view Cache’s profile and its SEDAR filings, including news releases, Cache’s CPC prospectus, annual and interim financial statements, and management’s discussion and analysis.

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 release.