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Gee-Ten Ventures Provides Update on its RTO With Cabia Goldhills Inc. and Announces the Formal Grant of Concession IFD 11271 in Colombia

09.06.2011  |  Marketwired
MONTREAL, June 9, 2011 - Gee-Ten Ventures Inc. (TSX VENTURE:GTV) ("Gee-Ten") is pleased to update its shareholders in connection with its proposed amalgamation with Cabia Goldhills Inc. ("Cabia") relating to a reverse takeover transaction (the "Cabia Transaction"), pursuant to which Gee-Ten proposes to acquire all of the issued common shares of Cabia (the "Cabia Shares") in exchange for common shares of Gee-Ten (the "Gee-Ten Shares") on a two for one basis. Gee-Ten is currently in the process of obtaining the regulatory approvals necessary to proceed with the Cabia Transaction and expects to hold its shareholders' meeting towards the end of July 2011. Trading in the Gee-Ten Shares will remain halted until the necessary regulatory approvals have been obtained and the information circular for the shareholders meeting has been mailed. Provided all regulatory approvals are obtained, the amalgamation will become effective shortly after the date of the meeting and the shares of the corporation resulting from the amalgamation ("Amalco"), will trade on the TSX Venture Exchange.


CONCESSION IFD 11271

Gee-Ten is pleased to confirm that it has been advised by Cabia that its mineral exploration concession application IFD-11271 has been officially granted by the competent authorities in Colombia. Concession IFD-11271 covers 6,946.7144 ha. within the Municipalities of San Martin de Loba, Barranco de Loba and Rio Viejo in the Sur de Bolivar region of the Department of Bolivar, located about 460 km due north of the Colombian capital, Bogota and 330 km NNE of the city of Medellin. The Concession Contract was signed with the Secretary of Mines in 2008. The Concession was officially entered into the National Mining Register on 2nd May 2011 and the cánon and environmental bond payments have been made.

Concession IFD-11271 is now in the process of being formally transferred to Cabia in accordance with the terms and conditions of the agreement entered into on January 26, 2011 (the "Agreement") with LatAm Investments Ltd ("LatAm") pursuant to which a subsidiary of LatAm will transfer Concession IFD-11271 into a newly formed entity in Colombia ("Newco") and Cabia will acquire all of the issued and outstanding shares of Newco. Under this Agreement, Cabia will acquire through Newco a 100% interest in Concession IFD-11271 in consideration for the following:

i. Payment of a US$ 15,000 signing fee, which was made;

ii. Reimbursement of the actual costs incurred by LatAm for the superficial canon payable under the laws of Colombia and the environmental bond insurance policy with respect to the Property, which was made;

iii. Providing the guarantee for the environmental bond insurance policy on the Property, which has been provided;

iv. Payments of US$15,000 in cash and issuance of 35,000 Cabia Shares to LatAm per quarter during the first year, in addition to the incurring of US$150,000 in exploration expenditures on the concession, commencing upon the transfer of the concession to Cabia;

v. Payments of US$17,500 in cash and issuance of 40,000 Cabia Shares to LatAm per quarter during the second year, in addition to the incurring of US$300,000 in exploration expenditures on the concession;

vi. Payments of US$20,000 in cash and issuance of 50,000 Cabia Shares to LatAm per quarter during the third year, in addition to the incurring of US$500,000 in exploration expenditures on the concession;


The following table summarizes the Cash payment, Common Shares Issuances and Exploration Expenditures commitments with respect to Concession IFD-11271:

 	Payments (1)	Number of Cabia Shares (2)	Exploration Expenditures (3)
Year 1 US$ 60,000 140,000 US$ 150,000
Year 2 US$ 70,000 160,000 US$ 300,000
Year 3 US$ 80,000 200,000 US$ 500,000
Total US$ 210,000 500,000 US$ 950,000

(1) The cash payments can be effected through the issuance of Cabia Shares at Cabia's option provided the Cabia's Shares (or the Amalco Shares) are publicly listed and trading, in which case the number of Cabia Shares to be issued shall be calculated using the simple average of the closing price of the shares for twenty trading days period ending five business days prior to the date that such payment is to be effected.
(2) In the event that the Cabia Shares are not publicly traded and listed, the quarterly share payments shall be converted to cash payments based upon a value of $0.50 per share.
(3) The commitments with respect to exploration expenditures are cumulative and any shortfall can be paid in cash.



In addition to the above payments, a bonus payment of US$500,000 will be payable to LatAm if and when a geological report compliant with National Instrument 43-101 prepared on behalf of Cabia establishes that the concession contains measured, indicated and inferred reserves of at least 500,000 troy ounces of gold and an additional bonus payment of US$500,000 will be payable to LatAm if and when a geological report compliant with National Instrument 43-101 prepared on behalf of Cabia establishes that the concession contains measured, indicated and inferred reserves of at least 1,000,000 troy ounces of gold. In the event that Cabia's common shares are publicly listed, LatAm shall be entitled to be paid the above bonus in Cabia Shares.

The concession will be subject to a 2% Net Smelter Return which can be purchased by Cabia in two tranches of 1% for US$1,500,000 and US$2,500,000 respectively, the first tranche being exercisable at any time prior to the commencement of commercial production and the second tranche during the year following the purchase of the first tranche.

The Agreement provides that the number of Cabia Shares to be issued following the amalgamation of Cabia with any other entity shall be adjusted in accordance with the terms of the amalgamating agreement. The Agreement also provide that in the case of any reorganization of Cabia affecting in any manner the Cabia Shares the number of Cabia shares will be adjusted so that LatAm will be in a position not less favorable than if it had received the common shares of Cabia immediately before the date when such actions become effective. These adjustments will result in the number of Cabia Shares to be issued pursuant to the Agreement being converted on a 2:1 basis, resulting in 250,000 Amalco Shares to be issued as partial consideration for the Concession. In addition, the Agreement provide that the share consideration payable for the Cabia Properties during the first three years of the Agreement shall be prorated in the event that the Initial Trading Price (as defined in the Agreement) of the Cabia Shares varies by more than 10% from $0.50 per Cabia Share.


Magnetometric and Radiometric Survey

A combined helicopter-borne magnetometric and radiometric survey was completed in April 2011 by Cabia over most of the concession. A total of 694.7 line-km of data were acquired over the single project area which covers a total of 61 km². The survey area was flown at a nominal mean terrain clearance of 70m along North-South flight lines separated by 100m, and East-West tie-ins at a line separation of 1,000m.

Geophysical data acquisition involved the use of precision differential GPS positioning, a PicoEnvirotec GRS-10 multi-channel gamma-ray spectrometer system, and a high sensitivity magnetometer installed in a single sensor fixed boom. This type of survey is mostly used for geological mapping purposes as 32 different rock types exhibit different magnetic and radiometric susceptibilities.

When comparing the geological map of the area with the newly produced magnetic and radiometric maps, it appears obvious that the geology map must be revised entirely as the geological picture, based on the preliminary geophysical interpretation, appears quite different than what was historically mapped by the government geologists. The magnetic map shows distinct high and low noise areas; the first is associated to magnetic dipoles and the second one probably related to altered areas. Of particular interest appears to be the SE dipole, which is possibly the centre responsible for the alteration and mineralization that surrounds this magnetic anomaly. The magnetics also show major structures in a NE direction, sub-parallel to the Mejia faults. Other minor structures defined by the magnetics have EW direction and NNE direction, which require further investigation. The radiometrics, like the magnetics, shows the presence of a major NE fabric as well as the EW and NNE structures. The different trends require a follow-up field revision that will be in the course of the Phase 1 field exploration program. The ternary radiometrics demonstrates areas are possibly related to hydrothermal potasic alteration.

None of the mineral exploration interests of Cabia contain any defined Mineral Resources or Mineral Reserves. Mineral exploration involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation might not be able to overcome. Gee-Ten has commissioned the preparation of a 43-101 compliant geological report on Concession IFD-11271 which, once approved by the TSX Venture Exchange, will be made available at www.sedar.com.

The technical contents of this news release have been reviewed by Mr. Peter Bolt, who is a "qualified person" within the meaning of NI 43-101


CONCURRENT FINANCING

Concurrently with the execution of the Amalgamation Agreement, Gee-Ten and Cabia have engaged Mackie Research Capital Corporation (the "Agent") to act as lead agent in connection with a brokered "best efforts" private placement (the "Private Placement") of a minimum of $3,000,000 and a maximum of $5,000,000 of subscription receipts (the "Subscription Receipts"). The Agent has the option to increase the size of the Private Placement by up to 15% by giving notice to Gee-Ten and Cabia prior to the closing of the Private Placement. The gross proceeds of the Private Placement, less the expenses of the Agent payable by Gee-Ten, are to be deposited in escrow at closing pending satisfaction of certain escrow release conditions (including, among other things, the completion or satisfaction of all conditions precedent to the Amalgamation Agreement and the obtaining of all required approvals for the Cabia Transaction, in each case to the satisfaction of the Agent (collectively, the "Escrow Release Conditions").

On June 8, 2011, the Engagement Letter between the Agent, Cabia and Gee-Ten was amended to provide that upon the satisfaction of the Escrow Release Condition, the Subscription Receipts would be automatically converted into securities of Cabia instead of securities of Gee-Ten. Accordingly, the subscription price of the Subscription Receipts has been adjusted to $0.20 (instead of $0.40), to take into account the two for one conversion of Cabia Shares into Gee-Ten Shares on the effective date of the Amalgamation.

Each Subscription Receipt will thus be automatically convertible for no additional consideration, and without any further action by the holder thereof, into one unit (each, a "Unit") of Cabia, upon the satisfaction of the Escrow Release Conditions. Each Unit shall be comprised of one Cabia Share and one-half of one Cabia share purchase warrant, each such whole warrant entitling the holder to purchase one additional Cabia Share at an exercise price of $0.375 per share for a period of two years from the date of listing of the shares of Amalco on the TSXV (the "Cabia Warrants"). On the Effective date of the Amalgamation the Cabia Shares included in the Units will be automatically converted into Gee-Ten Shares on a two for one basis and the Cabia Warrants will be automatically converted into Gee-Ten warrants on a two for one basis, with the subscription price of the warrants being adjusted to $0.75 per Gee-Ten Share.

The net proceeds from the Private Placement will be used to pay the first instalments and work commitments for the acquisition of interests in mining concessions in Colombia, for working capital and general corporate purposes.


ABOUT GEE-TEN VENTURES INC.

Gee-Ten Ventures Inc. is a Canadian exploration Corporation, quoted for trading on Tier 2 of the TSXV under the symbol GTV.

Completion of the Cabia Transaction is subject to a number of conditions, including the completion of a private placement, Gee-Ten and Cabia's disinterested shareholder approval and TSXV acceptance. In addition, no adverse change in the affairs of Cabia and Gee-Ten shall have occurred prior to the closing of the Cabia Transaction. The transaction cannot close until the required shareholder approvals and TSXV acceptance is obtained. 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 Information Circular to be prepared in connection with the Cabia Transaction, any information released or received with respect to the Cabia Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Gee-Ten should be considered highly speculative.


Forward-Looking Statements

This news release may contain certain forward-looking information. Statements other than statements of historical fact contained in this news release may be forward-looking statements, including, without limitation, management's expectations, intentions and beliefs concerning the business prospects, anticipated synergies, business plans, and opportunities of Cabia and of Gee-Ten, the timing and completion of the Cabia Transaction and the timing and completion of the financing. Investors can identify many of these statements by looking for words such as "believes", "expects", "will", "intends", "projects", "should", "anticipates", "estimates", "continues" or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. Accordingly, investors are cautioned not to place undue reliance on any forward-looking information contained in this news release, and actual results and future events could differ materially from those anticipated in such information.

Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession as of the date of this news release. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Statements containing forward-looking information involve significant known and unknown facts and uncertainties of both a general and specific nature, as well as numerous assumptions, including without limitation, assumptions relating to the Amalgamation Agreement and the anticipated benefits of the Cabia Transaction. A description of other assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the company's disclosure documents on the SEDAR website at www.sedar.com.

Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: reliance on key personnel, general economic conditions, industry conditions and trends, fluctuations in commodity prices and foreign currencies, uncertainty of future contractual terms, failure to realize anticipated benefits of the Cabia Transaction, political risks, competition from other industry participants, the lack of availability of qualified personnel or management, and ability to access sufficient capital from internal and external sources. The information contained in this news release may identify additional factors that could affect the results and performance of Gee-Ten.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this document and Gee-Ten disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

All information contained in this news release with respect to Cabia was supplied by Cabia for inclusion herein.

Neither the securities of Gee-Ten nor the securities of Cabia have been, nor will be, registered under the U.S. Securities Act or any state securities laws and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an applicable exemption from such registration requirements is available. This news release does not constitute an offer or sale of securities in the United States.


Not for distribution to United States wire services or dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.


Contact

Gee-Ten Ventures Inc.
Mr. Steve Saviuk, Chairman
(514) 240-4371

Mackie Research Capital Corporation
Mr. John A. McMahon, Vice Chairman, Head of Investment Banking
(416) 860-7600
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