Onsino Capital Corporation
TSX VENTURE : OS.H

December 01, 2010 18:03 ET

Onsino Capital Corporation Receives Conditional Approval for Proposed Qualifying Transaction and Files Filing Statement

TORONTO, ONTARIO--(Marketwire - Dec. 1, 2010) - Onsino Capital Corporation (TSX VENTURE:OS.H) ("Onsino" or the "Company"), a capital pool company, is pleased to announce that the TSX Venture Exchange (the "Exchange") has conditionally approved its proposed Qualifying Transaction with Quia Resources Inc. ("Quia") announced March 25, 2010 (the "Qualifying Transaction"). The proposed Qualifying Transaction will involve the amalgamation 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") to be completed in accordance with the Business Corporations Act (Ontario). The Plan of Arrangement and the proposed Qualifying Transaction will be governed by the arrangement agreement dated November 4, 2010 among the Company, Quia and Onsino Sub. Prior to the completion of the proposed Qualifying Transaction, the Company will change its name to "Quia Resources Inc." (the "Name Change") and will consolidate its common shares (the "Shares") on the basis of one (1) post-Consolidation Share for every 1.5 pre-Consolidation Shares (the "Consolidation"). The Name Change and the Consolidation were approved by the special resolution of the Company shareholders at the annual and special meeting of the Company shareholders held on June 10, 2010.

The Company has filed a Filing Statement on SEDAR at www.sedar.com, which discloses the details of the proposed Qualifying Transaction and the marketed private placement that Quia will complete concurrently with the proposed Qualifying Transaction (the "Concurrent Financing").

Onsino and Quia are also pleased to announce that Quia has obtained today an interim order from the Ontario Superior Court of Justice (Commercial List) with respect to the Plan of Arrangement.

The interim order, among other things, authorizes Quia to call and hold a special meeting of Quia's shareholders to consider the Plan of Arrangement with Onsino. In accordance with the interim order, the special meeting of shareholders will be held in Toronto on December 17, 2010, with a record date at the close of business on December 2, 2010.

In connection with the special meeting, Quia will mail a detailed management information circular (the "Circular") to Quia's shareholders on December 2, 2010.

It is anticipated that the proposed Qualifying Transaction and the Concurrent Financing will close by the end of December 2010.

Update of Quia

Quia's teams of geologists have now been working in the field in the San Lucas area for four months. They are systematically sampling soils on a grid basis and mapping from both rock outcrops and, where possible, from rock rubble in soils. Some 12 sq km of such sampling have now been completed and analytic results are beginning to come in, though the picture is far from complete yet. The geologic mapping is beginning to show some potentially significant rock types and contacts between them, while geochemical samples are beginning to show anomalous gold concentrations in zones that appear to conform to earlier airborne geophysical surveys.

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.

Qualified Person

Iain Kelso, P.Geo., the Vice President – Exploration of Quia, has reviewed and confirmed the scientific and technical information contained within this news release and serves as the Qualified Person as defined in NI 43-101.

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
    or
    Onsino Capital Corporation
    Paul Lin
    Chief Executive Officer
    (416) 385-7285
    plin@rogers.com