Onsino Capital Corporation

March 25, 2010 15:33 ET

Onsino Capital Corporation Announces Details of Qualifying Transaction With Quia Resources Inc.

TORONTO, ONTARIO--(Marketwire - March 25, 2010) - Onsino Capital Corporation (TSX VENTURE:OS.H) ("Onsino" or the "Company"), a capital pool company, is pleased to announce that it has entered into an arm's length binding letter agreement (the "Agreement") dated March 18, 2010 with Quia Resources Inc. ("Quia"), a non-reporting issuer, pursuant to which Onsino will, subject to a number of conditions, acquire all of the issued and outstanding securities of Quia. The transaction will constitute the Company's qualifying transaction (the "Qualifying Transaction" or "QT") under the policies of the TSX Venture Exchange (the "Exchange").

Under the terms of the Agreement, Onsino has agreed to amalgamate with Quia (or, if deemed more suitable, form a new corporation ("Newco") for the purpose of amalgamating with Quia in which case, Newco will be a wholly-owned, Ontario incorporated, subsidiary of the Company). As a condition of the amalgamation, the shareholders of the Company will be asked to approve: (i) a consolidation (the "Share Consolidation") of the Company Shares on the basis of 1.5 old shares for one (1) new share; and (ii) a change of the Company's name to "Quia Resources Inc." or such other name as may be selected by Quia. If requested and approved, the Share Consolidation would become effective prior to completion of the Qualifying Transaction. All share numbers and pricing herein assumes completion of the Share Consolidation prior to closing of the Qualifying Transaction.

Upon the amalgamation of Quia and the Company (or Quia and Newco, as the case may be), the holders of common shares in the capital of Quia ("Quia Shares") will be entitled to receive one (1) post-consolidated common share in the capital of Onsino (a "Company Share") for each one (1) Quia Share. The foregoing Company Shares will be issued at an ascribed price of $0.30 per Company Share. Currently, Onsino has 7,785,000 common shares (the "Company Shares") issued and outstanding. Onsino also has 778,500 options outstanding exercisable into Company Shares.

Capital Structure of Quia

The principal stakeholders of Quia, who as a group, own beneficially, directly or indirectly, or exercise control or direction over 8,281,942 Quia Shares, representing approximately 26.99% of the issued and outstanding Quia Shares, are founding shareholders Robert A. Manning (of Midland, Texas), John B. Miller (of Santafe de Bogota, Colombia), and Lewis A. Manning (of Midland, Texas). Mr. Robert Manning owns 2,017,168 Quia Shares or 6.57% of the issued and outstanding Quia Shares, Mr. Miller owns 4,248,108 Quia Shares or 13.84% of the issued and outstanding Quia Shares and Mr. Lewis Manning owns 2,016,666 Quia Shares or 6.57% of the issued and outstanding Quia Shares.

Quia currently has 30,688,791 Quia Shares issued and outstanding. Quia also has the following convertible securities outstanding: 1,015,000 warrants exercisable into Quia Shares at an exercise price of $0.25; 7,977,429 warrants exercisable into Quia Shares at an exercise price of $0.50; 203,000 broker warrants with each broker warrant exercisable into a unit of Quia at an exercise price of $0.10, each unit comprised of one Quia Share and one-half of one warrant, with each whole warrant exercisable into a Quia Share at an exercise price of $0.25; 880,000 broker warrants with each broker warrant exercisable into a unit of Quia at an exercise price of $0.25, each unit comprised of one Quia Share and one-half of one warrant, with each whole warrant exercisable into a Quia Share at an exercise price of $0.50; and 29,066 broker warrants with each broker warrant exercisable into a unit of Quia at an exercise price of $0.30, each unit comprised of one Quia Share and one warrant, with each warrant exercisable into a Quia Share at an exercise price of $0.50. In addition, prior to completion of the Qualifying Transaction, Quia expects to issue up to 3,300,000 stock options exercisable into Quia Shares at a price which must not be less than $0.30 per Company Share.

Contemplated Financings

Quia is currently in the process of completing an equity financing of up to $1 million worth of units of Quia (the "Pre-QT Financing") at a price of $0.30 per unit, each unit comprised of one Quia Share and one warrant with each warrant exercisable into a Quia Share at an exercise price of $0.50. In connection with the Pre-QT Financing, Quia shall also issue an amount of broker warrants equal to 8% of the number of units of Quia issued pursuant to the Pre-QT Financing, such broker warrants being exercisable into units of Quia on the same terms as those units issued to investors.

Quia shall also complete a financing (the "QT Financing") concurrent with the completion of the Qualifying Transaction in order to meet the Minimum Listing Requirements of the Exchange. It is expected that the QT Financing will be comprised of a minimum of 6,666,6667 units of Quia, priced at a price of at least $0.30 per unit, with each unit comprised of one Quia Share and one-half of one warrant, with each full warrant exercisable into a Quia Share at an exercise price to be determined.

It is expected that the net proceeds of the Pre-QT Financing and the QT Financing will be used to complete additional exploration and a subsequent drill program on the San Lucas Property (as defined and described below) and to make a number of acquisitions of additional mining concessions in the San Lucas mountain region of Colombia, which Quia is currently in the process of evaluating. The Pre-QT Financing and the QT Financing are being led by Foundation Markets Inc., a Toronto based investment bank and Exempt Market Dealer.

All Quia securities issued pursuant to the Pre-QT Financing and the QT Financing will be exchanged for securities of the Company to reflect the conversion ratio described above, and all securities convertible into Quia Shares will become securities convertible into the Company Shares.

Resulting Issuer Capital Structure

It is expected the Company will change its name to Quia Resources Inc. soon after completing the Qualifying Transaction. Assuming the Share Consolidation, the proposed amalgamation, assuming that the Pre-QT Financing is fully subscribed for and assuming the completion of the minimum QT Financing, the Company will have 45,878,791 Company Shares, 15,659,095 warrants, 1,378,733 broker warrants (without taking into account any broker warrants that may be issued in connection with the QT Financing) and 3,819,000 stock options issued and outstanding.

Closing Conditions

The closing of the Qualifying Transaction with Quia is subject to a number of conditions, including, but not limited to the following:

  1. receipt of gross proceeds pursuant to the QT Financing of not less than $2 million or otherwise as required for the resulting issuer to meet the Minimum Listing Requirements of the Exchange;

  2. completion or waiver of sponsorship;

  3. receipt of all required regulatory approvals, including the approval of the Exchange, of the Qualifying Transaction;

  4. completion of all due diligence reviews;

  5. receipt of all director and shareholder approvals as may be required under applicable laws or regulatory policies;

  6. satisfaction of the Minimum Listing Requirements of the Exchange and all requirements under the Exchange rules relating to completion of a "Qualifying Transaction"; and

  7. execution of a formal amalgamation agreement (the "Amalgamation Agreement").

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. Onsino intends to apply for an exemption from sponsorship requirements, however, there is no assurance that Onsino will obtain this exemption.

A break free will be payable by Quia to the Company in the event Quia terminates the Agreement for any reason other than due diligence concerns.

A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than seven business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.

Proposed Management and Directors of the Resulting Issuer

As part of the completion of the Qualifying Transaction, Quia's current management will assume responsibility for the Company and the Company's board of directors will be comprised of the current board of directors of Quia, being Mesrrs. Daniel Noone, Chris Davie, Robert A. Manning, Adam K. Szweras, John B. Miller, Richard Brown, and Francis O'Kelly. In addition, Quia will, on a reasonable efforts basis, consider retaining John Paterson or a mutually agreeable third party as a board member of Company. The following are brief descriptions of Quia's management team and its proposed nominees that will, collectively, assume management responsibility for the Company upon completion of the Qualifying Transaction:

Daniel Noone, Chairman of the Board, Director

Mr. Noone has over 15 years experience in mineral exploration. He was President and CEO of Absolut Resources Corp. until its amalgamation with Aquiline Resources Inc. ("Aquiline") in April 2008 and was Vice-President, Peruvian Operations for Aquiline until its takeover by Pan American Silver Corp. in December 2009 for over $620 million. From 1998 until 2001, Mr. Noone managed exploration in Peru for Homestake Mining Company. Mr. Noone was involved in the discovery of the Sinchao polymetallic skarn system for El Misti Gold in 1997 and also identified a number of high quality exploration plays including the Antaña gold project. Currently Mr. Noone is also Vice-President Exploration of Guyana Goldfields (TSX:GUY).

Chris Davie, Chief Executive Officer, Director

Mr. Davie has over 35 years experience in the mining industry. Most recently, Mr. Davie was CEO of Virgin Metals Inc. which was focused on two molybdenum-copper projects in Mexico. Previous to that he was CEO of Queenstake Resources Ltd. ("Queenstake Resources") and predecessor companies where he successfully transformed the junior gold company with a $15 million market capitalization to an intermediate producer with a greater than $250 million market capitalization. Prior to Queenstake Resources, Mr. Davie has been involved in the construction and financing of a number of precious and base metal mining operations ranging from small to large scale. Mr. Davie holds a Master of Science degree in Mining Engineering from the University of London.

Robert A. Manning, President, Director

Mr. Manning was Vice-President of International Exploration for Gulf Resources and Chemical Corporation from 1974 to 1982. He evaluated and negotiated terms for the La Equis polymetallic gold deposit in Western Colombia and negotiated JV terms with Texaco and the Colombian Ministry of Mines on the Alisales Copper Property in Southern Colombia. For the past 20 years Mr. Manning has been Senior Geologist and President of a number of junior oil & gas and mining companies.

Iain Kelso, P.Geo, Vice President - Exploration

Mr. Kelso has several years experience in the mineral exploration industry with extensive experience in the completion of mineral resource estimates, NI 43-101 reports, and due diligence studies. Commodity experience includes Au, Cu, Ni-Cu, PGE, and U (Canada, United States, South and Central Africa, South America, and Central Asia). Mr. Kelso is a Qualified Person under the terms defined by National Instrument 43-101.

Richard Brown, M Aus IMM, Vice President - Business Development, Director

Richard Brown is the COO and Country Manager, Brazil for Amarillo Gold Corp (TSX VENTURE:AGC). Mr. Brown has extensive worldwide experience in both mineral and petroleum exploration. For the last 15 years he has lived in South America, establishing local companies and acquiring a portfolio of mining properties in Ecuador, Peru, Argentina and Brazil. Mr. Brown combines a thorough knowledge of the local business culture with an extensive network of industry contacts and a track record of acquiring significant assets.

John B. Miller, Director

Mr. Miller possesses more than 40 years of experience in business and government and community relations in Colombia. He has been responsible for bringing several mines into production including the Oronorte mine in Antioquia, Colombia for Greenstone Resources. Previously, Mr. Miller represented Western International Explorations Ltd. which owned 18,000 acres in the Antioquia Department of Colombia and was involved with San Sebastian Gold Mines Inc. which operated a mine in El Salvador.

Francis O'Kelly, Director

Mr. O'Kelly is currently In-House Consultant to Minera IRL (LSE:MIRL.L). Mr. O'Kelly is a mining engineer and financier with extensive international experience in mine development, operations and finance including with Rosario Resources Corporation, Exxon Minerals Inc., Hudson Bay Mining Co., JP Morgan, Elders Finance and Standard Bank.

Adam Szweras, LLB, Director, Corporate Secretary

Mr. Szweras is a partner with the law firm Fogler, Rubinoff LLP and a co-founder of Foundation Markets Inc, a Toronto-based investment bank and Exempt Market Dealer. He has practiced securities law for over 12 years and in his corporate finance and legal practice focuses on financing and going public transactions. He acts for mid-market companies looking to raise capital or make acquisitions and assists private companies in the going public process.

About Quia Resources Inc.

Quia is focused on exploring for gold in the San Lucas Orogenic Gold belt of Colombia, in particular its flagship San Lucas property (the "San Lucas Property"). The Company's strategy is to focus on Colombia and the San Lucas region since it believes the country and region are geologically prospective and vastly underexplored. Combined with a rapidly improving socio-political environment, Colombia represents a unique opportunity in the global mining landscape for the discovery of new gold deposits. Quia's management has extensive experience in the mining industry in Colombia and South America.

About Foundation Markets Inc.

Foundation Markets Inc. ("FMI") is a Toronto-based boutique investment bank and corporate finance advisory firm licensed as an exempt market dealer. The firm is focused on working with small- and medium-sized companies with rapid growth potential, specializing in assisting pre-public clients in accelerating access to private capital and executing going-public transactions. FMI also works with public companies on financing, mergers and acquisitions transactions, and strategic advisory services.

About Onsino Capital Corporation

The Company is a NEX listed company and was formerly classified as a Capital Pool Corporation as defined in the TSX Venture Exchange Policy 2.4. The Company's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction within the meaning of Exchange policies.

Completion of the Qualifying 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 Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed, or at all.

Investors are cautioned that, except as disclosed in the 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 TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

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