| CACHE Announces Qualifying Transaction - Proposed Acquisition of 70% Interest in Bluff Lake Property, Quesnel Trough, British Columbia |
|
|
|
|
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
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”); 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 George A. Brown – Director Asha Reeve – Director, Chief Financial Officer and Corporate Secretary 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 Dr. David Lentz - Director 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:
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.
|


