Onsino Capital Corporation

August 24, 2010 17:29 ET

Onsino and Quia Provide Further Updates on Proposed Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Aug. 24, 2010) - Onsino Capital Corporation (TSX VENTURE:OS.H) ("Onsino" or the "Company"), a capital pool company, and Quia Resources Inc. ("Quia"), a private Ontario based junior gold exploration company, are pleased to announce further developments in connection with their proposed business combination, which will be Onsino's qualifying transaction (the "QT") pursuant to the policies of the TSX Venture Exchange (the "Exchange"). Details of the proposed Qualifying Transaction are available in the Company's press release dated March 25, 2010 on SEDAR at www.sedar.com.

A filing statement in respect of the proposed QT will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed QT. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.

Engagement of Sponsor and Private Placement of Units

Onsino and Quia are pleased to announce that Quia has entered into an engagement letter (the "Engagement Letter") with Canaccord Genuity Corp. ("Canaccord" or the "Sponsor"), pursuant to which Canaccord has agreed to act as Quia's sponsor for the proposed QT pursuant to the sponsorship policies of the Exchange, subject to completing its due diligence. Pursuant to the terms of the Engagement Letter, Quia will pay the Sponsor a sponsorship fee of $40,000 and 20,000 common shares in the capital of Quia (the "Common Shares").

In addition, Canaccord has also agreed to act as co-lead agent together with Foundation Markets Inc. in connection with the contemplated issuance of units of Quia ("Units") for aggregate gross proceeds of up to CDN$3,000,000, by way of a marketed private placement offering on a commercially reasonable basis, to be closed concurrently with the proposed QT (the "Financing"). Each Unit shall consist of one Common Share and one-half of one Common Share purchase warrant of Quia (each a "Warrant"). Each Warrant shall allow the holder thereof to purchase one additional Common Share, exercisable for a period of 24 months from closing. Other terms and conditions of the Units and Financing, including the issue price and Warrant exercise price, will be determined in the context of the market. Quia has agreed to grant Canaccord an option to purchase additional Units to raise additional gross proceeds of up to CDN$500,000, exercisable 48 hours prior to closing.

As compensation for acting as co-lead agent, Canaccord will receive a commission (the "Cash Commission") equal to 8% of the gross proceeds received pursuant to the Financing, and compensation warrants (the "Agent's Warrants") to purchase a number of Common Shares of Quia equal to 8% of the Units sold pursuant to the Financing, exercisable at the same issue price of the Units for a period of 24 months from the closing of the Financing. Quia has also agreed to pay Canaccord's reasonable expenses, including the reasonable fees and disbursements of legal counsel to Canaccord (which legal fees shall be capped at $30,000 unless agreed to by Quia). All other expenses related to the Financing will be capped at $5,000, unless agreed to by Quia.

Upon completion of the proposed QT, the Common Shares and the Warrants (including the Agent's Warrants) will be exchanged for common shares and common share purchase warrants of Onsino on a one-for-one basis pursuant to the proposed QT.

Corporate Update of Quia

Quia wishes to advise that John Miller has resigned from the board of directors of Quia and its subsidiary, San Lucas Gold Corp. ("SLGC") in order to pursue other business interests. Mr Miller's illustrious career as a mining and construction entrepreneur in Colombia span several decades and he was primarily responsible for the acquisition of the flagship San Lucas gold project in the early 1990's. He owned Quia's San Lucas property until he vended it in to Quia in 2007 and continued to manage Quia's operations in Bogota until the end of 2009.

Quia's Chairman, Dan Noone, stated, "In accepting John's resignation we would like to take this opportunity to thank him for his dedication and commitment to the company over the past two decades, which included many of Colombia's most challenging years, and we wish him all the best in his future endeavours. John is a wealth of knowledge and relationships in Colombia and we are fortunate to have such a notable alumnus and founder."

In addition, Quia also announces resignation of Francis O'Kelly from the board of directors of Quia. Quia wishes to thank Mr. O'Kelly for his contribution to Quia and wishes him the very best in his future endeavours.

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. Quia'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 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.

In accordance with the Exchange policies, Onsino's common shares are currently halted from trading, and it is intended that they will remain halted until completion of the QT.

About Canaccord Genuity Corp.

Canaccord Genuity is the global capital markets division of Canaccord Financial Inc. (TSX:CF)(AIM:CF), offering institutional and corporate clients idea-driven investment banking, research, sales and trading services from 11 offices worldwide. Its team of 375 capital markets professionals have industry and transactional expertise in critical sectors of the global economy: Metals and Mining, Energy, Agriculture, Technology, Telecommunications, Financials, Consumer Products, Real Estate, Transportation, Infrastructure, Sustainability, Life Sciences, Support Services and Investment Trusts.

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.

Other Information

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 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.

Subject to certain terms and conditions, the Sponsor will prepare and submit a Sponsor Report to the Exchange. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Proposed QT or the likelihood of completion of same.

The information disclosed in this press release regarding Quia was provided by Quia without review or investigation by Onsino, and as such, Onsino does not accept any responsibility for the accuracy of such disclosure.

Forward-Looking Statements

This press release contains "forward-looking information", as such term is defined in applicable Canadian securities legislation. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information in this press release is made as of the date of this press release, and each of Onsino and Quia disclaim any intention or obligation to update or revise such information, except as required by applicable law.

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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