Cabre Capital Corp. Announces Signing of Agreement in Principle with Northcliff Resources Ltd.

NEWS RELEASE

Cabre Capital Corp. Announces Signing of Agreement in Principle with Northcliff Resources Ltd.

Vancouver, British Columbia, January 19, 2011 – Cabre Capital Corp. (the “Corporation”), a Vancouver-based Capital Pool Company listed on the TSX Venture Exchange (the “Exchange”) (symbol: CCB.P), announces that it has entered into a letter agreement (the “Letter Agreement”) effective January 19, 2011 with Northcliff Resources Ltd. (“Northcliff”) to purchase all of the issued and outstanding common shares of Northcliff (the “Acquisition”).

The Acquisition, if completed, will constitute the Corporation’s “Qualifying Transaction” (as defined in Exchange Policy 2.4). Northcliff is an arm’s-length party and, as such, the Acquisition will not be subject to shareholder approval.

Northcliff

The following is based upon information provided by Northcliff.

Northcliff is a private company, which was incorporated under the Business Corporations Act (British Columbia) on September 4, 2007.

Northcliff is a mineral resource company based in Vancouver, B.C. that is focused on progressing with the advanced exploration stage Sisson-Tungsten-Molybdenum Project located in New Brunswick, Canada, in which it holds a 70% interest (the “Project”).

Financial Disclosure

Selected financial statement information on the financial condition and results of operations for Northcliff is presented in the following table. Such information is derived from the audited financial statements of Northcliff for the financial years ended October 31, 2010 and October 31, 2009 prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the International Accounting Standards Board. The information provided herein is subject to the disclosure in such financial statements which the reader should closely review when the Corporation files the filing statement with respect to the Acquisition on SEDAR.

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Expressed in Canadian Dollars

October 31, 2009 October 31, 2010

Current assets	$	11,230,212 $	6,980,637
Mineral property interest		580,000		---
Other assets		175,563		---
Total assets		11,985,775	6,980,637
Current liabilities		5,633,197	47,012
Shareholders’ equity		6,352,578	6,933,625
Total liabilities and shareholders’ equity	$	11,985,775 $	6,980,637

Year ended Year ended October 31, 2010 October 31, 2009 Expenses (income)

	Exploration	$	1,451,338 $	297,341
	Administration and other		849,514	249,309
	Foreign exchange loss (gain)		185,210	8,377
	Interest (income)		(161,931)	(54,439)
Net loss (gain) on sale of financial assets			(2,560,397)	---
	Share of equity investee’s loss (income)		74,437	---
Net income (loss) for the year			161,829	(500,588)
Change in fair value of financial assets			(742,876)	509,543
Comprehensive income (loss) for the year		$	(581,047) $	8,955
Basic and diluted earning (loss) per share		$	0.00 $	(0.02)

Proposed Acquisition

Pursuant to the terms of the Letter Agreement, the Acquisition will be undertaken by way of a plan of arrangement or similar form of transaction which will result in the Corporation acquiring all of the issued and outstanding common shares of Northcliff in exchange for the issuance of 32,600,001 post-consolidated common shares in the capital of the Corporation (the “Post-Consolidated Shares” and individually, a “Post- Consolidated Share”) to Northcliff shareholders on a pro-rata basis. As a result of the Acquisition, Northcliff will become a wholly-owned subsidiary of the Corporation, which will have indirectly acquired a 70% interest in the Project.

Prior to, and as a condition of closing of the Acquisition and subject to shareholder approval, the Corporation will consolidate its outstanding shares on the basis of five (5) pre-consolidated common shares for one (1) post-consolidated common share (the

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“Consolidation”), on the basis that the offering price under the Private Placement (as defined below) is $1.00 or more. Notwithstanding the foregoing, in the event that the offering price under the Private Placement (as defined below) is $0.75 or greater, but less than $1.00, the Corporation will complete the Consolidation at a ratio of four (4) preconsolidated common shares for one (1) post-consolidated common share concurrently or immediately prior to the closing of the Acquisition. The directors of the Corporation have agreed to vote in favour of the resolutions approving the Consolidation and to otherwise approve the Consolidation, including by executing a written consent resolution such that all directors will vote their shares in favour of the resolution, provided however that the directors of the Corporation will retain the discretion not to proceed with the Consolidation in the event the Acquisition does not close.

The Acquisition is subject to the payment of a finder’s fee of 250,000 post-Consolidation common shares of the resulting issuer and $25,000 payable in cash.

Upon the completion of the Acquisition, Northcliff will become a subsidiary of the Corporation and the Corporation will carry out the business of mineral exploration through Northcliff.

It is expected that the directors of Northcliff will enter into a voting support agreement to approve the resolutions required to implement the Acquisition at a meeting of the Northcliff shareholders.

Subject to Exchange approval and applicable securities laws, concurrently with the Acquisition, the directors and officers of the Corporation will transfer all of the Common Shares held by them to Northcliff or such other parties as designated by Northcliff.

Proposed Private Placement

The parties intend that either the Corporation or Northcliff will, at the sole discretion of Northcliff, concurrently with the closing of the Acquisition and subject to Exchange approval, complete a private placement for minimum gross aggregate proceeds of $10,000,000 (the “Private Placement”). The price per security will be determined by Northcliff and the lead agent, and will not be less than $0.75 per security. The parties anticipate the Private Placement will involve an offering of units or shares. The Private Placement may be brokered by a syndicate of investment dealers or non-brokered. The Corporation is currently involved in discussions with prospective agents with the intention of settling the terms of an engagement letter in connection with the Private Placement. Northcliff intends to have an offering price of not less than $1.00 per security for the Private Placement. The parties anticipate that the agents will be paid customary compensation for their services.

The proceeds of the Private Placement will be used to fund the business of Northcliff and for general working capital purposes.

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Exemption from Sponsorship

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. The Corporation intends to apply for an exemption or waiver from sponsorship requirements on the basis that it meets the criteria set out in Section 3.4(a)(i) of Exchange Policy 2.2; however, there is no assurance that the Corporation will be able to obtain this exemption or waiver.

Securities Issued on Closing

Upon closing of the Acquisition, the Corporation will have approximately 33,690,001 post-consolidated issued and outstanding Common Shares, provided the Consolidation is completed on a 5 to 1 basis. This number includes the Post- Consolidated Shares which will be exchanged for common shares of Northcliff, but does not include the Post-Consolidated Shares that will be issued by the Corporation in connection with the Private Placement. The Corporation has granted 416,000 stock options to its current directors and officers to acquire an aggregate of 416,000 common shares of the Corporation at a price of $0.10 per common share. These options will be cancelled immediately prior to closing of the Acquisition. The Corporation currently has outstanding warrants (the “Warrants”) exercisable for 200,000 common shares of the Corporation at an exercise price of $0.10 per common share. The Warrants expire on December 6, 2012 and will be adjusted as a result of the Consolidation in accordance with their terms.

Conditions of Closing

The closing of the Acquisition will be subject to several conditions, including, but not limited to the following:

1. the execution of a definitive agreement between the Corporation and Northcliff, (the “Definitive Agreement”), the entering into of which is conditional upon:

i. obtaining the approvals for the Acquisition from each of the boards of directors of the Corporation and Northcliff; and

ii. the completion of due diligence review by each of the Corporation and Northcliff, other than confirmatory due diligence;

2. the receipt of all regulatory, corporate and third party approvals, including the approval of the Exchange and compliance with all applicable regulatory requirements and conditions necessary to complete the Acquisition;

3. the approval of the Acquisition by the requisite majority of the votes cast by the Northcliff shareholders at a properly constituted meeting of Northcliff shareholders, and court approval, if required;

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4. the maintenance of the Corporation’s listing on the Exchange;

5. the resignation of each of the directors and officers of the Corporation and the appointment of Northcliff’s director nominees;

6. the representations and warranties of the Corporation and Northcliff, as set out in the Definitive Agreement, being true and correct at the time of closing of the Acquisition with the same force and effect as if made at and as of such time;

7. the absence of any material adverse effect on the financial and operational condition or the assets of the Corporation and Northcliff;

8. the delivery of standard completion documentation by the Corporation and Northcliff including, but not limited to officers’ certificates and certificates of good standing or compliance;

9. the completion of the Private Placement at a minimum offering price of $0.75 per security; and

11. the completion of the Consolidation.

Directors, Officers and Other Insiders

On completion of the Acquisition it is anticipated that the board of the Resulting Issuer (as defined in Exchange Policy 2.4) will be increased from four to five members and that the directors, senior officers and insiders of the Resulting Issuer will be:

Robert A. Dickinson, Director and Chairman

Mr. Dickinson is an economic geologist who has been actively involved in mineral exploration and mine development for over 40 years. He is Chairman of Hunter Dickinson Inc., as well as a director and member of the management team of a number of public companies associated with Hunter Dickinson. He is also President and Director of United Mineral Services Ltd., a private resource company. Mr. Dickinson also serves as a Director of the B.C. Mining Museum and is a Trustee of the B.C. Mineral Resources Education Program.

Chris Zahovskis, Director, President and Chief Executive Officer

Mr. Zahovskis is a mining engineer with over 29 years experience from both an executive and operator perspective. He brings a wealth of knowledge and experience in strategic leadership and operations, project development, green field start up and due diligence assessments.

Russell Hallbauer, Director

Mr. Hallbauer is a Registered Professional Engineer with the Association of Professional Engineers of British Columbia and has been a member of the Canadian Institute of

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Mining and Metallurgy since 1975. He is a director and former chairman of the Mining Association of B.C., President, Chief Executive Officer and a director of Taseko Mines Limited, the owner of the Gibraltar Mine located near Williams Lake, British Columbia, and a director of Hunter Dickinson Inc.

T. Barry Coughlan, Director

Mr. Coughlan is a self-employed businessman and financier who has been involved in the financing of publicly traded companies for over 25 years. His principal occupation is President and Director of TBC Ventures Ltd., a private investment company.

Peter Mitchell, Director

Mr. Mitchell is currently Chief Financial Officer of Taseko Mines Limited based in Vancouver. He is a graduate of the University of Western Ontario with a Bachelor of Arts in Economics as well as a graduate of the MBA program of the University of British Columbia. Mr. Mitchell is a Chartered Accountant and has worked as Senior Vice President and Chief Financial Officer of Crown Packaging Ltd., as well as Vice Chairman and Chief Financial Officer of Von Hoffmann Corporation of St. Louis, Missouri. More recently, he has held leadership roles in the for-profit education sector as President of Florida Career College based in Fort Lauderdale, Florida and prior to that, as President and Chief Executive Officer of Vatterott Education Centers, Inc. in St. Louis, Missouri. Over the past decade, Mr. Mitchell has been extensively involved in leading and managing private equity portfolio companies.

Bryce Hamming, Chief Financial Officer

Mr. Hamming is a Canadian Chartered Accountant and a graduate of Simon Fraser University with a Bachelor of Business Administration. He has more than 13 years of corporate finance, tax and accounting experience with a focus on debt and equity financing, acquisitions, valuations, transaction structuring and compliance. Prior to joining Hunter Dickinson Inc., Mr. Hamming was an associate director with the Royal Bank of Scotland in London in their debt capital markets division. He also spent 8 years with KPMG LLP in their Canadian tax group.

Trevor R. Thomas, Secretary

Mr. Thomas is corporate secretary of Hunter Dickinson Inc. and many of its affiliated companies. He has practiced in the areas of corporate commercial, corporate finance, securities and mining law since 1995, both in private practice environment as well as inhouse positions and is currently general legal counsel for Hunter Dickinson Services Inc. Prior to joining Hunter Dickinson Services Inc., he served as in-house legal counsel with Placer Dome Inc.

Other than the directors and senior officers referred to above, the only other insider of Northcliff will be Hunter Dickinson Inc., a private Vancouver-based mining company.

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General

In accordance with Exchange policies, the Corporation’s common shares are currently halted from trading and will remain so until the documentation required by the Exchange for the Qualifying Transaction can be provided to the Exchange. The Corporation’s common shares may remain halted until completion of the Qualifying Transaction.

For further information concerning the Acquisition and this press release, please contact John A. Versfelt, Director and President of Cabre Capital Corp. at:

Mr. Versfelt Telephone: (604) 984-9959 Email: [email protected]

or for Northcliff Resources Ltd. please contact:

Investor Relations Northcliff Resources Ltd.

1020-800 West Pender Street Vancouver, B.C. V6C 2V6

Telephone: (604) 684-6365 Email: [email protected]

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provide (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. The Corporation undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as

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required by law. The reader is cautioned not to place undue reliance on forward-looking statements. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Corporation.

(Not for dissemination in the United States of America)