Caldera Resources Inc

Gold - Diamond - PGM projects in Australia & Albania.

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Message: Caldera announces share consolidation and AGM for Dec. 04/09

Caldera announces share consolidation and AGM for Dec. 04/09

posted on Oct 01, 2009 11:41AM

Caldera announces share consolidation and AGM for December 4, 2009

	    Symbol: tsx-v CDR

	    MONTREAL, Oct. 1 /CNW Telbec/ - Caldera Resources Inc. announced today
that it will hold an Special and Annual General Meeting on December 4, 2009.
The record date will be set for October 30, 2009.
	    At the meeting, the Shareholders will be asked to approve a resolution to
consolidate the Corporation's common shares on a 1-for-10 basis (the
"Resolution"). If the Resolution is approved the Corporation's outstanding
shares would be reduced from 141,925,767 to 14,192,576.

	    Proposed Financing

	    The Corporation also announced that it will be raising up to $500,000 in
equity financing by way of Private Placement. The closing for the transaction
is set for October 30, 2009. The Corporation will be offering investors
Subscription Receipts (the "Receipts") priced at $1,000 per Receipt. The
Receipts will be automatically converted to Common Shares (the "Shares") with
an equal number of Share Purchase Warrants (the "Warrants"), on the close of
trading of December 4, 2009.
	    Pending approval of the Resolution by the Shareholders, the Shares will
be priced at a 25% discount to current market, on a post-consolidated basis.
The conversion price for the Receipts will be set at $0.1125 per Share. Each
Share issued will include 1 full Warrant. The exercise price of the Warrants
would be set at $0.15 expiring in 24 months. Each Receipt held would be
converted to 8,888 Shares and 8,888 Warrants (fractions will be dropped).
	    If the total financing is closed, then 4,444,000 Shares would be issued
at $0.1125 per share and 4,444,000 Warrants would be issued that can be
exercised by the holder at $0.15 per share, expiring in 24 months. All shares
issued in the Private Placement would have a 4 month hold.
	    If the Resolution is not approved then the Receipts will be converted at
$0.015 per Share, for a total issuance of 66,666 Shares per Receipt and 66,666
Warrants. The Warrants will expire in 36 months and be exercisable at $0.05
for the first 12 months and $0.10 thereafter (all fractions will be dropped).
If the financing is fully subscribed, then a total of 33,333,000 Shares will
be issued and an equal number of Warrants.
	    The proceeds from the financing will be used for working capital, for
general and administrative expenses and for potential acquisition.

	    Reviewing Prospective Gold Project in Armenia

	    The Corporation is currently reviewing investment opportunities in the
Republic of Armenia. Since May of this year, the Corporation has made 2 visits
to Yerevan, the capital of Armenia, where it is working to secure an advanced
gold exploration project. The Corporation has established an Armenian
corporate entity under the name of BIOMINE LLC. The Corporation owns 91% of
the shares of its subsidiary and the balance of the shares are owned by its
local partner.
	    In other news, Mr. Edward Ierfino has resigned from the position of
Corporate Secretary because of other professional commitments. Management
would also like to inform readers that based on a review of the due diligence
report from GWP Consultants on the Gjegjan Copper Wastes project, and taking
in to consideration the current volatility of the copper market, the project
is being put on hold. Management also would like to announce that as per Board
resolution of February 19, 2009, it has terminated all options issued by the
corporation on December 4, 2008.

	    About Caldera Resources Inc.

	    Caldera Resources Inc. is focusing on projects amenable to utilizing
bioleaching or chloride leaching technology for the economic recovery of base
metals and precious metals from mine waste and tailings with a focus on
Southeastern Europe and the Causes. Caldera is actively seeking a gold
exploration project in the Republic of Armenia and owns 100% the Ellendale and
Runton diamond exploration properties in Australia.

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