Santoy Resources Ltd.
TSX VENTURE : SAN
July 21, 2009 10:05 ET
Santoy Resources and Virginia Uranium Complete Business Combination
VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 21, 2009) - Santoy Resources Ltd. (TSX VENTURE:SAN) (the "Company" or "Santoy") is pleased to announce that the Plan of Arrangement (the "Arrangement") pursuant to which Santoy will complete a business combination with Virginia Uranium Ltd. ("Virginia") is expected to close today, July 21, 2009 (the "Effective Date"). Post closing, the Company will have approximately 54,377,279 common shares outstanding, will have changed its name to Virginia Energy Resources Inc. and will hold a 20.8% interest in VA Uranium Holdings, Inc. The outstanding common shares include the closing of the first tranche of the subscription receipts from the private placement financing dated July 17, 2009. The new company will trade on the TSX-V under the symbol VAE.
Procedural Information Respecting the Plan of Arrangement
The following information is a summary of certain features of the Plan of Arrangement. Immediately following the closing of the Arrangement, the Company will consolidate its shares on a one new for each five old basis. All share figures and exercise and other share prices given below are on a pre-consolidated basis.
Distribution of Santoy Incentive Warrants to Santoy Shareholders
Holders of Santoy common shares (excluding certain Small Lot Holders described below) will be entitled pursuant to the Arrangement to receive one (1) Santoy Incentive Warrant for every four (4) Santoy common shares held. Each one (1) Santoy Incentive Warrant will be exercisable to acquire one (1) Santoy common share at a price of CDN$0.12 for a period of 12 months following the closing of Arrangement. The Santoy Incentive Warrants are expected to be listed for trading on the TSX Venture Exchange.
For settlement reasons in connection with any trades of Santoy common shares during this period, the Company understands that the last day to purchase Santoy common shares that will be entitled to participate in the distribution of Santoy Incentive Warrants is July 23, 2009. Santoy common shares purchased on or after July 24, 2009 will not participate in the distribution of Santoy Incentive Warrants. The most recent private placement is not included and will not participate in the distribution of the Incentive warrants. These dates are subject to change and in such event, the Company will issue a news release announcing any such change.
Computershare Investor Services Inc. (the "Depositary") will forward to each Santoy shareholder who is entitled to receive Santoy Incentive Warrants, certificates representing their allotted number of such Warrants in accordance with the Arrangement.
Santoy Small Lot Holders (a "Small Lot" being less than 500 Santoy shares)
Registered Small Lot Holders will have their Santoy common shares cancelled as of the Effective Date and will not be entitled to receive any Santoy Incentive Warrants unless they have elected, by duly completing and returning to the Depositary an Election Form prior to the Effective Date, to retain their Santoy common shares and to receive a certificate representing Santoy Incentive Warrants.
If the election was not made, the registered Small Lot Holder will be entitled to receive only $0.10 per Santoy common share owned. To receive this cash payment in exchange for a Small Lot, the registered Small Lot Holder must complete the Election Form and deliver the Election Form together with the certificate(s) representing the Small Lot within six years of the Effective Date to the Depositary at the address provided in the Election Form. Santoy will deposit funds with the Depositary sufficient to pay the cash payments to registered Small Lot Holders, which funds will be held in a trust account to be used to pay the cash payments. Upon expiry of six (6) years from the Effective Date, all unused funds will be returned to Santoy. Due to the administrative costs of effecting exchanges, if a cash payment payable to a Small Lot Holder would be less than $10, such payment will not be made.
Registered Small Lot Shareholders should refer to the Election Form and the plan of arrangement attached to the joint information circular mailed to shareholders in connection with the Santoy meeting and available on SEDAR under Santoy's profile for additional information.
Exchange of Common Shares for shares in Virginia Energy Resources Inc.
Pursuant to the Arrangement, each of the issued Virginia Uranium Ltd. common shares will be exchanged for 1.2 shares in Virginia Energy Resources Inc. and each of the Santoy common shares will be exchanged at the ratio of five for one common share of Virginia Energy Resources Inc. As a result of this exchange, the new company will have post closing, approximately 54,377,279 common shares outstanding.
In order to receive the Virginia Energy Resources Inc. common shares for their Virginia Uranium Ltd. common shares, a registered Virginia Uranium Ltd. shareholder must complete and sign the Letter of Transmittal and deliver it, together with certificates representing their Virginia Uranium Ltd. common shares (in the case of registered Virginia Uranium Ltd. shareholders) and the other required documents, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. The Letter of Transmittal was mailed to Virginia Uranium Ltd. shareholders in connection with special meeting of Virginia Uranium Ltd. shareholders held on May 21, 2009 and is available from the Depositary upon request. Virginia Uranium Ltd. shareholders who are not registered shareholders because they hold their Virginia Uranium Ltd. common shares through their broker or other intermediary should contact their broker or other intermediary. Any Virginia Uranium Ltd. common share certificate which has not been duly surrendered, with all other documents required by the Depositary, on or before the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in Virginia Uranium Ltd., Santoy or the Depositary and shall be deemed to have been surrendered to Santoy and cancelled.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
R. K. Netolitzky, President & CEO
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future results, events and objectives could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include exploration and other risks detailed from time to time in the filings made by the Company with securities regulators.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.