United Reef Limited
TSX VENTURE : URP

United Reef Limited

April 26, 2012 10:01 ET

United Reef Provides Third Update on Proposed Reverse Takeover Transaction With Black Widow Resources Inc.

TORONTO, ONTARIO--(Marketwire - April 26, 2012) - Further to its press releases dated December 5, 2011, January 23, 2012 and March 5, 2012, United Reef Limited (TSX VENTURE:URP) ("United Reef") is pleased to announce that it has entered into a pre-amalgamation agreement (the "Agreement") with Black Widow Resources Inc. ("Black Widow"), which contemplates the amalgamation of United Reef and Black Widow by way of reverse take-over (the "Amalgamation") pursuant to the policies of the TSX Venture Exchange ("TSX-V").

The Amalgamation will be effected in accordance with the terms of the Agreement. The security exchange ratios under the terms of the Agreement have been negotiated and agreed to on an arm's-length basis. Pursuant to the terms of the Agreement, each security of United Reef will be exchanged for an equivalent security of the amalgamated entity ("Amalco") on the basis of 17.061 United Reef securities for one (1) equivalent Amalco security (subject to adjustment), and each security of Black Widow will be exchanged for an equivalent security of Amalco on the basis of one (1) Black Widow security for two (2) equivalent Amalco securities.

The transaction is based on a deemed valuation of Amalco of $7,876,277 at a price of $0.15 per post-Amalgamation share ("Amalco Share") based on the issue price pursuant to a proposed brokered private placement (the "Private Placement") for gross proceeds of a minimum of $3,000,000 and a maximum of $5,000,000 to be completed as part of the Amalgamation. Black Widow has engaged Pope & Company Limited as lead agent with respect to the Private Placement. It is anticipated that the current shareholders of United Reef will own approximately 5,366,667 Amalco Shares representing 10.22% of the outstanding Amalco Shares and the shareholders of Black Widow will own approximately 27,141,846 Amalco Shares representing 51.69% of the outstanding Amalco Shares upon completion of the Amalgamation, with the balance of the Amalco Shares to be held by subscribers pursuant to the Private Placement. Amalco will continue operations under the name "Black Widow Resources Inc." The percentages in relation to the ownership of Amalco Shares may vary in the event that Black Widow issues securities in conjunction with further property acquisitions prior to the completion of the Amalgamation.

As at the date of this news release, United Reef has 89,139,980 common shares, 3,140,000 common share purchase warrants and 2,650,000 stock options issued and outstanding, and Black Widow has 13,570,923 common shares and 23,750 common share purchase warrants issued and outstanding.

United Reef has also received notice from URSA Major Minerals Incorporated (TSX:UMJ) ("URSA") advising that URSA has not met the vesting requirements to exercise its option to earn an interest in United Reef's Nickel Offsets property near Sudbury, Ontario. The option was granted pursuant to the terms of an agreement made as of March 28, 2008 and the option lapsed effective March 28, 2012, resulting in United Reef retaining a 100% interest in the property.

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 Amalgamation is subject to a number of conditions, including, but not limited to, TSX-V acceptance and completion of the proposed concurrent financing. Where applicable, the Amalgamation cannot close until the required shareholder approval is obtained from shareholders of both United Reef and Black Widow. There can be no assurance that the Amalgamation 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 Amalgamation, any information released or received with respect to the Amalgamation 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 Amalgamation 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 Amalgamation and the business and operations of Amalco after completion the proposed Amalgamation. 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: 94,929,980

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 Amalgamation,
    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