United Reef Limited
TSX VENTURE : URP

United Reef Limited

March 05, 2012 11:23 ET

United Reef Provides Second Update on Proposed Reverse Takeover Transaction

TORONTO, ONTARIO--(Marketwire - March 5, 2012) - United Reef Limited (TSX VENTURE:URP) ("United Reef") is pleased to provide the following update further to its press releases dated December 5, 2011 and January 23, 2012, with respect to a proposed reverse takeover transaction with Black Widow Resources Inc. ("Black Widow").

Pursuant to a non-binding letter of intent dated December 1, 2011 (the "LOI"), United Reef and Black Widow agreed to complete a transaction that will result in a reverse takeover of United Reef by the shareholders of Black Widow (the "Transaction"). United Reef and Black Widow have been working to finalize a definitive amalgamation agreement with respect to the Transaction and, effective February 15, 2012, the parties agreed to extend the time for completion and execution of the definitive agreement until March 15, 2012, in accordance with the terms of the LOI. United Reef will announce completion of the definitive agreement once it has been executed by the parties. United Reef and Black Widow have agreed to complete the Transaction on or before May 31, 2012. Completion of the Transaction is subject to the review and approval of the TSX Venture Exchange (the "TSX-V").

Pursuant to the terms of the LOI, on December 5, 2011, Black Widow made an interest free and unsecured advance to United Reef in the amount of $25,000, evidenced by a promissory note, which is due and payable on November 30, 2012. Black Widow made a further interest free and unsecured advance to United Reef in the amount of $5,000 on February 9, 2012, which is also evidenced by a promissory note due and payable on November 30, 2012.

The LOI further provides that United Reef's working capital deficiency will not exceed $175,000 at completion of the Transaction. To satisfy its undertaking, United Reef has entered into various debt settlement arrangements with some of its creditors subsequent to its year-end on November 30, 2011. At November 30, 2011 United Reef had total liabilities of $293,763 which are more fully described in United Reef's recently filed audited financial statements.

Subsequent to November 30, 2011, United Reef entered into debt settlement arrangements with three of its third party creditors, to settle an aggregate of $23,500 of current liabilities outstanding at November 30, 2011. The $23,500 combined liability was settled by a combination of $3,375 in cash payments, forgiveness of $18,625 by two of the creditors, and the issuance of an aggregate of 30,000 common shares of United Reef on February 14, 2012. These shares are subject to a statutory hold period expiring on June 15, 2012.

On January 27, 2012, United Reef entered into a debt settlement arrangement with M. D. Coulter & Associates Inc. ("MDC") to settle $121,000 of debt owed to MDC in consideration for the issuance of 2,420,000 common shares of United Reef. MDC is deemed to be a related party to United Reef as it is 50% owned by Michael Coulter, the President of United Reef. The issuance of the common shares to MDC requires the approval of the Company's disinterested shareholders and the TSX-V and will be put to shareholders for their approval at the upcoming annual and special meeting of shareholders to be called in conjunction with approval of the Transaction.

Upon completion of the Transaction, United Reef anticipates the resulting issuer company will be classified as a mining issuer under the policies of the TSX-V and will be engaged in the exploration and development of prospective precious and base metal properties in northern Ontario.

Trading of United Reef's common shares on the TSX-V will remain halted until the Transaction is accepted by, or satisfactory documentation has been filed with, the TSX-V pursuant to the policies of the TSX-V.

All information contained in this news release with respect to United Reef and Black Widow was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable, pursuant to the requirements of the TSX-V, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular 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.

The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; future exploration; and the business and operations of the resulting issuer after completion the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, delay or failure to receive board, shareholder or regulatory approvals; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. United Reef and Black Widow disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Shares issued: 89,139,980

Fully diluted: 94,899,980

NEITHER THE TSX-V NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX-V) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • For further information regarding the Transaction,
    please contact:
    United Reef Limited
    Michael D. Coulter
    President & Chief Executive Officer
    416-368-3332

    Black Widow Resources Inc.
    Neil Novak
    President & Chief Executive Officer
    416-203-8636