Onsino Capital Corporation
TSX VENTURE : OS.H

December 30, 2010 17:09 ET

Onsino Capital Corporation Announces Completion of Qualifying Transaction With Quia Resources Inc. and Closing of a Concurrent Financing

TORONTO, ONTARIO--(Marketwire - Dec. 30, 2010) - Onsino Capital Corporation (TSX VENTURE:OS.H) ("Onsino" or the "Company"), a capital pool company, is pleased to announce that further to its news releases of March 25, August 16, August 24, November 4 and December 1, 2010, it has closed its qualifying transaction (the "Qualifying Transaction") with Quia Resources Inc. ("Quia"). Pursuant to the Qualifying Transaction, which involved the amalgamation (the "Arrangement") of Quia and a wholly-owned subsidiary of Onsino, 1833668 Ontario Inc. ("Onsino Sub"), under the terms of a statutory plan of arrangement (the "Plan of Arrangement") completed in accordance with the Business Corporations Act (Ontario), Onsino acquired all of the issued and outstanding common shares of Quia (the "Quia Shares") in exchange for the issuance of an aggregate of 56,144,628 common shares of Onsino (the "Onsino Shares"). In addition, Onsino issued 22,676,574 common share purchase warrants of the Company in exchange for 22,676,574 common share purchase warrants of Quia (the "Quia Warrants"), 2,985,959 broker's warrants of the Company in exchange for 2,985,959 broker's warrants of Quia (the "Quia Broker's Warrants") and 1,040,000 options of the Company in exchange for 1,040,000 options of Quia. The Arrangement was approved by the shareholders of Quia on December 17, 2010 and the final order from the Ontario Superior Court of Justice (Commercial List) with respect to the Plan of Arrangement was obtained on December 20, 2010.

For further information on the Qualifying Transaction, please refer to Onsino's Filing Statement dated November 29, 2010 which is available on SEDAR (www.sedar.com).

In connection with the Qualifying Transaction and immediately prior to its completion, the Company changed its name to "Quia Resources Inc." and consolidated its common shares on the basis of one (1) post-consolidation share for every 1.5 pre-consolidation shares.

Concurrently with the closing of the Qualifying Transaction, Quia completed a brokered private placement (the " Concurrent Financing") of 7,000,000 units ("Quia Units") at $0.50 per Quia Unit for aggregate gross proceeds of $3,500,000, with each Quia Unit comprised of one (1) Quia Share and one-half of one (1/2) Quia Warrant, with each Quia Warrant exercisable to acquire one (1) additional Quia Share at $0.80 for a period of 24 months from the date of issuance. Canaccord Genuity Corp. ("Canaccord") and Foundation Markets Inc. ("Foundation" and together with Canaccord, the "Agents") acted as co-lead agents in the Concurrent Financing. The Agents received a cash commission equal to 8% of the gross proceeds received pursuant to the Concurrent Financing, and Quia Broker's Warrants to purchase 560,000 Quia Shares exercisable at $0.50 for a period of 24 months from the date of issuance. In addition, Quia has paid Canaccord a corporate finance fee and issued 20,000 Quia Shares.

Subject to final approval of the TSX Venture Exchange (the "TSXV"), the Onsino Shares are expected to be listed on Tier 2 of the TSXV under the symbol "QIA".

Following the closing of the Qualifying Transaction and the Concurrent Financing, there are 61,334,628 issued and outstanding Onsino Share.

The Onsino Shares are expected to remain halted until issuance of a final bulletin by the TSXV.

At the closing of the Qualifying Transaction, Carl DiPlacido and John Paterson resigned as directors of Onsino. The new board of directors of the Company will be comprised of Chris Davie, Dan Noone, Richard Brown, Robert Manning, Adam Szweras and Paul Lin. The new senior management team of the Company will consist of Chris Davie as Chie Executive Officer, Andres Tinajero as Chief Financial Officer, Iain Kelso as Vice-President, Exploration, and Richard Brown as Vice-President, Business Development and Director.

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.

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.

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.

Contact Information

  • Quia Resources Inc.
    Chris Davie
    Chief Executive Officer
    (303) 888-5424
    cdavie@fastmail.fm