Cadence Announces Intention to Execute Support Agreement to Implement Superior Proposal with Barrick Gold Corporation

    CALGARY, July 17 /CNW/ - (CDS - TSX) Cadence Energy Inc. ("Cadence")
announces today that it has received an unconditional support agreement (the
"Support Agreement") providing for the acquisition by Barrick Gold Corporation
("Barrick") of all of the issued and outstanding common shares of Cadence
("Cadence Shares") at a cash price of Cdn. $6.75 per Cadence Share (the
"Barrick Offer"). Under the Barrick Offer, 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 an in-the-money fully diluted basis, are
tendered to the take-over bid.
    The Board of Directors of Cadence has unanimously resolved to enter into
the Support Agreement after determining that: (1) the funds necessary for the
consummation of the Barrick Offer are available; (2) after consultation with
its financial advisor, Tristone Capital Inc. ("Tristone"), the Barrick Offer,
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 Offer is reasonably capable of completion in accordance with its
terms taking into account all legal, financial, regulatory and other aspects
of the Barrick Offer; and (4) after receiving the advice of its counsel,
Burnet, Duckworth & Palmer LLP, that entering into the Support Agreement with
Barrick is necessary for the Board of Directors of Cadence in discharging
their fiduciary duties under applicable law. Tristone has provided the Board
of Directors of Cadence with its opinion that, subject to review of final
documentation, that the consideration to be received by Cadence Shareholders
under the Barrick Offer is fair, from a financial point of view.
    In accordance with the terms of the Daylight Arrangement, Cadence has
provided Daylight with a notice period ending at 5:00 p.m. (Calgary time) on
Monday, July 21, 2008 (the "Notice Period") that the Board of Directors of
Cadence intends to enter into the Support Agreement. Pursuant to the
provisions of the Daylight Arrangement, until the expiry of the Notice Period,
Cadence has 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 Offer.
    Full details of the Daylight Arrangement and the Arrangement Agreement
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
    With respect to Cadence's 4.75% convertible unsecured subordinated
debentures due June 30, 2012 (the "Cadence Debentures"), Barrick has notified
Cadence that it intends to designate the common shares of Barrick as Public
Acquiror Shares (as defined in the Cadence Debenture Indenture) and
accordingly the Barrick Offer and any compulsory acquisition or subsequent
acquisition transaction will be a Public Acquiror Change of Control (as
defined in the Cadence Debenture Indenture) which will result in the Cadence
Debentures becoming convertible into common shares of Barrick. As a result
Cadence will not be required to make a change of control offer to holders of
the Cadence Debentures.

    Advisory Regarding Forward-Looking Statements and Forward-Looking

    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 or whether Cadence will enter into the
Support Agreement which will result in Barrick making the Barrick Offer to the
Cadence Shareholders or whether Cadence and Daylight will make adjustments to
the Daylight Arrangement..
    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 Offer 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 (
    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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