Cadence Announces Receipt of Unsolicited Conditional Acquisition Proposal



    CALGARY, July 14 /CNW/ - (CDS - TSX) Cadence Energy Ltd. ("Cadence")
announces today that it has received an unsolicited conditional acquisition
proposal to acquire all of the issued and outstanding common shares of Cadence
("Cadence Shares") at a cash price of Cdn. $6.00 per Cadence Share from
Barrick Gold Corporation ("Barrick") (the "Barrick Acquisition Proposal"). The
Barrick Acquisition Proposal contemplates that Barrick will make a take-over
bid to all shareholders of Cadence ("Cadence Shareholders") open for
acceptance for 35 days subject to customary conditions, including that 66 2/3%
of the Cadence Shares, calculated on a fully diluted basis, are tendered to
the take-over bid. The Barrick Acquisition Proposal is also subject to
completion of a due diligence investigation of Cadence by Barrick. Barrick has
stated it anticipates the due diligence review will not exceed 5 days.
    On July 12, 2008, the Board of Directors of Cadence entered into
discussions with Barrick regarding the Barrick Acquisition Proposal and
authorized the entering into of a confidentiality agreement with Barrick after
determining that: (1) the funds necessary for the consummation of the Barrick
Acquisition Proposal are available; (2) after consultation with its financial
advisor, Tristone Capital Inc., as at July 12, 2008, the Barrick Acquisition
Proposal, if consummated in accordance with its terms, will result in a
transaction financially superior for Cadence Shareholders than the transaction
contemplated by the Plan of Arrangement involving Daylight Resources Trust and
Daylight Energy Ltd. (collectively, "Daylight") (the "Daylight Arrangement");
(3) Barrick Acquisition Proposal is reasonably capable of completion in
accordance with its terms taking into account all legal, financial, regulatory
and other aspects of the Barrick Acquisition Proposal; and (4) after receiving
the advice of its counsel, Burnet, Duckworth & Palmer LLP, that entering into
of discussions with Barrick and entering into a confidentiality agreement with
Barrick is necessary for the Board of Directors of Cadence in discharging
their fiduciary duties under applicable law.
    Cadence has not entered into any agreement with Barrick and there is no
assurance that discussions with Barrick will result in Cadence and Barrick
entering into a binding agreement or Barrick making an offer to the Cadence
Shareholders. Prior to entering into any agreement to implement the Barrick
Acquisition Proposal Cadence is required under the Arrangement Agreement with
Daylight to provide Daylight with notice of the longer of 72 hours from the
time of notice and 5:00 p.m. (Calgary time) on the second business day
following the date of notice of a decision of the Board of Directors of
Cadence to enter into an agreement with Barrick. During this period Cadence
has also agreed to negotiate in good faith with Daylight to make such
adjustments to the terms and conditions of the Daylight Arrangement as would
enable Cadence to proceed with the Daylight Arrangement rather than the
Barrick Acquisition Proposal.
    At this time the Board of Directors of Cadence reaffirms and maintains
its unanimous determination that the Daylight Arrangement and the Arrangement
Agreement are in the best interests of Cadence, its determination that the
Daylight Arrangement is fair to Cadence and the Cadence Shareholders, and its
recommendation that the Cadence Shareholders vote in favour of the arrangement
resolution approving the Daylight Arrangement.
    Full details of the Daylight Arrangement and the Arrangement Agreement
with Daylight are contained in Cadence's Notice of Special Meeting of Cadence
Shareholders, Notice of Petition to the Court of Queen's Bench of Alberta and
Information Circular and Proxy Statement dated June 20, 2008, which has been
mailed to Cadence Shareholders and is available at www.sedar.com.

    Advisory Regarding Forward-Looking Statements and Forward-Looking
    Information

    This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe",
"plans", "intends" and similar expressions are intended to identify
forward-looking information or statements. More particularly and without
limitation, this press release contains forward-looking statements and
information concerning the timing of completion of due diligence and whether
the Barrick Acquisition Proposal will result in Cadence and Barrick entering
into a binding agreement or Barrick making an offer to the Cadence
Shareholders.
    The forward-looking statements and information are based on certain key
expectations and assumptions made by Cadence including expectations and
assumptions concerning the timing of and satisfaction of the conditions in the
Barrick Acquisition Proposal and receipt of all third party approvals.
Although Cadence believes that the expectations and assumptions on which such
forward-looking statements and information are based are reasonable, undue
reliance should not be placed on the forward-looking statements and
information because Cadence can give no assurance that they will prove to be
correct.
    Since forward-looking statements and information address future events
and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Accordingly, readers should
not place undue reliance on the forward-looking statements and information
contained in this material change report concerning these times.
    Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that could
affect Cadence's operations or financial results are included in reports on
file with applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com).
    The forward-looking statements and information contained in this material
change report are made as of the date hereof and Cadence undertakes no
obligation to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or
otherwise, unless so required by applicable securities laws.

    %SEDAR: 00021661E




For further information:

For further information: Cadence Energy Inc., Grant Fagerheim, President
and Chief Executive Officer, Phone (403) 290-3401

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Barrick Energy Inc.

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