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.

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