Cadillac Ventures Inc. (TSXV:CDC) signed a letter of intent to acquire KFG Resources Ltd. (TSXV:KFG) for CAD 1.3 million on November 4, 2020. Cadillac Ventures Inc. entered into a definitive arrangement agreement to acquire KFG Resources Ltd. on February 9, 2021. The amalgamation will proceed with an exchange of KFG Resources common shares for Cadillac Ventures common shares on a one for one basis. Following completion of the amalgamation, Cadillac Ventures will proceed to effect a consolidation of its shares, expected to be on a 1 for 3 basis and subject to certain assumptions, there will be approximately 150,960,910 issued and outstanding common shares of Cadillac of which approximately 33.48%, will be held by former shareholders of KFG Shares. As of February 26, 2021, the KFG's shareholder agrees not to exercise any dissent rights with respect to the arrangement and the KFG's shareholder agrees promptly to notify Cadillac of any additional KFG shares acquired by the shareholder after the execution of this agreement and (ii) acknowledges that any such additional KFG shares will be subject to the terms of this agreement as though owned by the shareholder on the date of this agreement. As of February 26, 2021, voting support agreement is entered into between the undersigned shareholder of KFG Resources Ltd and Cadillac Ventures Inc. Following completion of the transaction KFG will become a wholly-owned subsidiary of Cadillac, and Cadillac will thus have an interest in these oil reserves. KFG common shares will be delisted from the TSXV. Following completion of the transaction, it is anticipated one KFG Director will be appointed to the Cadillac Board of Directors and a second KFG nominee will be appointed at Cadillac's next annual shareholders meeting.

The transaction is subject to approval by shareholders of KFG Resources and Cadillac Ventures and TSX Venture Exchange approval. The transaction will be effected by way of a Supreme Court of British Columbia approved plan of arrangement under the Business Corporations Act and will require approval by at least 66 2/3% of votes cast by KFG shareholders present in person or represented by proxy at a special meeting of KFG shareholders to be called in connection with the transaction in addition to any minority approval required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in special transactions. Haney and Grassi approve of the transaction and recommend all KFG shareholders to follow suit. In addition, the transaction is also subject to receipt of certain regulatory, conditional approval of the Exchange in respect of the arrangement and the listing of the Cadillac Shares issuable pursuant to the arrangement on the Exchange, and the satisfaction or waiver of other usual and customary closing conditions contained in the arrangement agreement. The transaction has been unanimously approved by the board of directors of both KFG and Cadillac. The KFG Board unanimously recommends that KFG Shareholders vote FOR the arrangement resolution. As of March 1, 2021, the KFG supporting shareholders have agreed to vote all of their KFG Shares in favor of the arrangement at a special meeting to consider the Arrangement, subject to the provisions of such voting support agreements. On March 11, 2021, the Company obtained the interim order from the Supreme Court of British Columbia for the holding of its special meeting of holders of common shares on April 15, 2021. In addition, the TSX Venture Exchange has provided conditional approval to each of KFG and Cadillac in respect of the Arrangement and the listing of the Cadillac shares issuable pursuant to the Arrangement on the Exchange, respectively.

Heather Zordel of Gardiner Roberts LLP acted as legal advisor to Cadillac Ventures. Peter O'Callaghan of Blake, Cassels & Graydon LLP acted as legal advisor to KFG Resources. TSX Trust Company acted as depository bank for Cadillac.

Cadillac Ventures Inc. (TSXV:CDC) completed the acquisition of KFG Resources Ltd. (TSXV:KFG) on May 3, 2021. The KFG Shares are expected to be delisted from the TSX Venture Exchange within 1-2 business days following completion of the Arrangement and KFG will make an application to cease to be a reporting issuer shortly thereafter. Following closing of the Arrangement, G. Stephen Guido was appointed to the Cadillac board of directors which is now comprised of five members. In addition, on April 19, 2021, the Supreme Court of British Columbia approved the Arrangement and granted a final order in respect thereof. The remaining conditions to completion of the Arrangement were satisfied or waived by the Parties on April 30, 2021.