CDC Cadillac Ventures Inc

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./ TORONTO, Oct. 26, 2011 /CNW/ - Cadillac Ventures Inc. (TSXV-CDC) ("Cadillac" or the "Company")  is pleased to announce that it has engaged a syndicate of agents led by NCP Northland Capital Partners Inc. and including Stifel Nicolaus Canada Inc. and Secutor Capital Management Corporation (the "Agents") to complete a private placement financing, on a reasonable efforts basis, of units (the "Units") at a price of $0.21 per Unit and flow-through common shares (the "Flow-Through Shares") at a price of $0.23 per Flow-Through Share, in any combination, for aggregate gross proceeds of up to $7,000,000. Each Unit will consist of one common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to purchase one common share of the Company at a price of $0.35 per common share for a period of 24 months following the closing date. The Company has agreed to grant the Agents an option, exercisable up to 48 hours before closing of the Offering to increase the proceeds raised in the Offering by up to 15% in any combination of Units or Flow-Through Shares at their respective issue price (the "Agents' Option"). The Company intends to use the net proceeds from the sale of the Units towards a Preliminary Economic Assessment on the Thierry Property by early 2012, for development of the Company's properties and for working capital purposes. The gross proceeds from the sale of the Flow-Through Shares will be used for Canadian Exploration Expenses on the Thierry Property in Ontario. The Offering is being made by the Agents on a reasonable efforts basis and is subject to certain conditions including, but not limited to, receipt of all necessary regulatory approvals.  The Offering is expected to close on November 15, 2011.  All securities to be issued under the Offering will be subject to a four-month statutory hold period in Canada. Pursuant to an agreement between the Company and Trafigura Beheer, B.V. ("Trafigura"), which agreement was subsequently assigned by Trafigura to its indirect wholly-owned subsidiary, Urion Mining International B.V. ("Urion"), Urion, an existing shareholder of the Company holding, directly and indirectly, approximately 25% of Cadillac's issued and outstanding common shares, has the right to maintain its percentage equity interest in Cadillac.  It is anticipated that Urion will subscribe for that number of Units equal to approximately 25% of the number of Units and Flow-Through Shares that are otherwise issued under the Offering (including the exercise of the Agents' Option, if any). Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of Units to Urion will constitute a "related party transaction". The Company is exempt from obtaining both a formal valuation and minority shareholder approval in connection with the private placement to Urion because neither the fair market value of the common shares and warrants to be issued to Urion under the Offering, nor the consideration for such securities, exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101. Assuming maximum participation under the Offering and the exercise of the Agents' Option, and also assuming that only Units are issued and no Flow-Through Shares are issued under the Offering, a maximum aggregate of 38,333,333 Units would be issued under the Offering. About Cadillac Cadillac is a development-focused copper company currently advancing its 100% owned Thierry Property, near Pickle Lake, Ontario. The Thierry Property consists of the past producing Thierry Mine and hosts two NI 43-101 compliant resources: Thierry Mine and K1-1. Thierry Mine Deposit The Thierry Mine is a past producing mine with a current resource estimate consisting of 8.3 million tonnes measured and indicated grading 1.73% Cu and 0.20% Ni, and 14.6 million tonnes inferred grading 1.70% Cu and 0.16% Ni, using a cut-off NSR of C$46.30/tonne. The deposit remains open at depth and to the west. K1-1 Deposit The K1-1 is a potentially open-pit, large tonnage, low grade deposit located approximately 3 km from the past producing Thierry Mine. The inferred mineral resource estimate for K1-1 within a Whittle pit shell consists of the following  20 million tonnes grading 0.42% Cu, 0.10% Ni, 2.0 g/t Ag, 0.03 g/t Au, 0.05 g/t Pt, 0.15 g/t Pd. The K1-1 Deposit is open along strike and at depth. Forward-Looking Statements This news release contains forward-looking statements and information under applicable securities laws, including with respect to the completion of the Offering and the anticipated use of proceeds therefrom. All statements, other than statements of historical fact, are forward looking.  Forward-looking statements are frequently identified by such words as 'may', 'will', 'plan', 'expect', 'believe', 'anticipate', 'estimate', 'intend' and similar words referring to future events and results.  Such statements and information are based on the current opinions and expectations of management.  All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, the risks of obtaining necessary approvals (including from the TSX Venture Exchange), licences and permits and the availability of financing, as described in more detail in the Company's securities filings available at www.sedar.com.  Actual events or results may differ materially from those projected in the forward-looking statements and the reader is cautioned against placing undue reliance thereon.  Forward-looking information speaks only as of the date on which it is provided and Cadillac assumes no obligation to revise or update these forward-looking statements except as required by applicable law.  All dollar amounts are in Canadian dollars unless otherwise noted. 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. Cadillac Ventures Inc. CONTACT: regarding Cadillac, please visit the Company's websiteat www.cadillacventures.com, or call Norman Brewster, President andChief Executive Officer, at 416 203-7722.

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