Vancouver, BC - October 26, 2007 - Cream Minerals Ltd. (TSXV - CMA)
("Cream" or the "Company") announces that, subject to
regulatory approval, it has entered into a loan agreement (the "Loan
Agreement") with Mr. Frank A. Lang, the President, CEO and a director
and controlling shareholder of the Company (the "Lender").
Pursuant to the terms of the Loan Agreement, the Lender will advance the
principal amount of $700,000.00 (the "Loan") to the Company. The
Loan and accrued interest will be repaid by the Company to the Lender within
365 days from the date of receipt of acceptance from the TSX Venture
Exchange of the Loan Agreement ("Regulatory Approval").
Pursuant to the terms of the Loan Agreement, the Company will pay interest
to the Lender on a per annum basis at the rate of six percent (6%). Interest
will be payable quarterly commencing ninety (90) days from the date of
Regulatory Approval, and thereafter interest payments will be payable each
ninety (90) days thereafter until the Loan is repaid in full.
The Loan and accrued interest thereon may be prepaid by the Company in
whole or in part at any time and from time to time, without penalty.
In consideration of the Lender making the Loan to the Company, the Company
entered into an agreement (the "Bonus Agreement), subject to Regulatory
Approval, to issue common shares to the Lender as a bonus. The Company
shall issue 411,764 common shares in the capital of the Company (the
"Bonus Shares") to the Lender within 5 days of receipt of
Regulatory Approval of the Bonus Agreement.
As the Lender is an insider of the Company, the Loan and Bonus Agreement
constitutes a "related party transaction" under Rule 61-501 of
the Ontario Securities Commission (the "Rule"). All of the
directors of the Company (excluding Mr. Frank A. Lang, who abstained in
accordance with applicable corporate law) have approved the transaction and
have determined that the transaction is exempt from the formal valuation
and minority shareholder approval requirements of the Rule on the basis
that neither the fair market value of the subject matter of nor the
consideration for the transaction is greater than 25% of the Company's
market capitalization in accordance with the Rule. As of the date hereof,
the Lender holds 10,914,187 shares of the Company representing approximately
24.41% of the Company's issued and outstanding shares. Following the
issuance of the bonus shares pursuant to the Bonus Agreement, the Lender
will hold 11,325,951 shares representing approximately 25.10% of the
Company's then issued and outstanding shares.
All shares issued in relation to the Bonus Agreement will be subject to a
hold period, pursuant to the Securities
Act (British Columbia) and the policies of the TSX Venture
Exchange, of four months plus one day from the date of issuance.
The Company also announces that it has cancelled the previously announced
(see news release dated August 9, 2007) flow-through and non-flow-through
private placement through MineralFields Group due to market conditions.
For further information on the Company's projects, visit www.creamminerals.com.
Shannon M. Ross, CA.
Corporate Secretary & CFO
For further information, please contact:
Robert Paul, Investor Relations
Tel: (604) 687-4622 Fax: (604) 687-4212 Toll Free: 1-888-267-1400
Email: info@creamminerals.com
OR
Catarina Cerqueira
Associate Account Manager
CHF Investor Relations
Phone: (416) 868-1079, Ext. 229
Email: catarina@chfir.com
The TSX
Venture Exchange has not reviewed and does not accept responsibility for
the adequacy or accuracy of the contents of this News Release. This release
has been prepared by management and no regulatory authority has approved or
disapproved the information contained herein.
Cautionary
Language and Forward Looking Statements
This press release may contain
"forward-looking statements", which are subject to various risks
and uncertainties that could cause actual results and future events to
differ materially from those expressed or implied by such statements. Investors
are cautioned that such statements are not guarantees of future performance
and results. Risks and uncertainties about the Company's business are more
fully discussed in the Company's disclosure documents filed from time to
time with the Canadian securities authorities.