Cadillac and Richview announce merger agreement

TORONTO, Nov. 17 /CNW/ - Cadillac Ventures Inc. (TSXV-CDC) ("Cadillac") and Richview Resources Inc. (TSX-RVR) ("Richview") are pleased to announce they have entered into an agreement (the "Agreement") providing for the amalgamation of Richview and a wholly-owned subsidiary of Cadillac pursuant to a three-cornered amalgamation (the "Amalgamation"). Under the Agreement, holders of common shares of Richview will exchange such shares for common shares of Cadillac on the basis of one-ninth (1/9th) of a Cadillac common share for each one Richview common share.

The Amalgamation represents an approximately 38% premium to Richview shareholders based on the volume-weighted average price of Richview common shares on the TSX for the 30 days ended November 16, 2009 and the November 16, 2009 closing price of Cadillac's common shares on the TSXV.

Based on approximately 143 million Richview common shares issued and outstanding, Cadillac will issue approximately 15.9 million Cadillac common shares pursuant to the Amalgamation. On closing, assuming no exercise of any existing convertible securities of Cadillac or Richview, Cadillac will have approximately 58 million common shares outstanding, of which approximately 27.4% will be held by former shareholders of Richview. Pursuant to the Agreement, it is expected all outstanding warrants and agents' options to acquire common shares of Richview will be converted into warrants and options to acquire common shares of Cadillac and it is anticipated that all outstanding incentive stock options issued under Richview's stock option plan will be cancelled on or prior to the Amalgamation.

Completion of the Amalgamation is conditional upon, among other things, satisfactory completion of Cadillac's due diligence investigation on or before November 30, 2009 and approval of the Cadillac board of directors on or before November 20, 2009. The Agreement provides for a fee of $500,000 to be paid by Richview in certain circumstances if the Agreement is terminated by Richview.

Richview intends to hold a meeting of its shareholders on or before December 30, 2009 to consider the Amalgamation. Consequently, Richview's annual meeting, currently scheduled for this Thursday, November 19, 2009, will be cancelled in lieu of the meeting to be held to consider general business and to approve the Amalgamation. Assuming satisfaction of all conditions precedent, the Amalgamation is expected to close on January 1, 2010.

The Richview board of directors has unanimously approved the proposed transaction. Each of the directors and officers of Richview have signed support agreements indicating their intention to vote in favour of the Amalgamation.

Upon closing of the Amalgamation, the board of directors of Cadillac shall be comprised of eight persons consisting of the seven current directors of Cadillac and one nominee of Richview.