Virginia Energy Resources Inc.

Published : July 21st, 2009

and Virginia Uranium Complete Business Combination

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Tuesday, July 21, 2009
Santoy Resources and Virginia Uranium Complete Business Combination


News Release: 09-14

Santoy Resources Ltd. (TSX.V: 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.

"Ron Netolitzky"

R. K. Netolitzky, President & CEO

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.


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.

For further information contact:
Ron Netolitzky, President or Tony Perri - Investor Relations, Manager
Suite 611, 675 W. Hastings Street Vancouver, British Columbia, Canada V6B 1N2
Tel: (604) 669-4799 Fax: (604) 669-2543 Website: www.santoy.ca



You can also view this News Release on our website at:
http://www.santoy.ca/s/NewsReleases.asp?ReportID=356596


 

 

Virginia Energy Resources Inc.

DEVELOPMENT STAGE
CODE : VAE.V
ISIN : CA9278051011
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Virginia Energy is a gold and cobalt exploration company based in Canada.

Virginia Energy develops gold, cobalt and uranium in USA, and holds various exploration projects in Canada.

Its main asset in development is COLES HILL PROPERTY in USA and its main exploration properties are ALIMAK/DECADE, RKN/GOLDEN HEART AREA, KASMERE LAKE, HAZEMPA LAKE, FIR ISLAND, PATTYSON LAKE, DOWLER LAKE, KARPINKA LAKE, THE BOW RIVER, ATHABASCA WESCAN SANTOY JV, OTISH, HAWK RIDGE, BLIZZARD, HATCHET LAKE, MUSTANG LAKE and BINGO in Canada.

Virginia Energy is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 8.0 millions as of today (US$ 7.2 millions, € 5.2 millions).

Its stock quote reached its highest recent level on February 23, 2007 at CA$ 8.00, and its lowest recent point on April 17, 2009 at CA$ 0.07.

Virginia Energy has 57 230 614 shares outstanding.

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Annual reports of Virginia Energy Resources Inc.
2008 Annual report
2007 Annual Report
Financings of Virginia Energy Resources Inc.
1/28/2013Completes Expanded Financing
1/25/2013Expands Financing
7/18/2009Closes First Tranche of Private Placement Financing
7/17/2009Amends Private Placement Financing Terms
12/18/2007 Oversubscribes Private Placement Financing
11/30/2007 Proposes $5 Million Private Placement
10/16/2007Acquires 1,000,000 Shares of Boss Power Corp. and Closes $1,...
8/27/2007Adjusts Previously Announced $1.0 Million Private Placement
8/11/2007 Announces $1.0 Million Private Placement
3/1/2007Increases Proposed Private Placement Financing
Option Grants of Virginia Energy Resources Inc.
2/16/2011Grants Incentive Stock Options
Nominations of Virginia Energy Resources Inc.
6/14/2013Announces Appointment of Investor Relations Consultant
Project news of Virginia Energy Resources Inc.
8/16/2013Announces Clarification of Technical Disclosure and Revision...
5/28/2012(Fir Island)Identifies Resistivity Lows along Black Lake Fault at Fir Is...
4/16/2012Named in Lawsuit by Sparton Resources
3/14/2011(Otish)Commences Two Drilling Programs
5/26/2009(Bingo)Announces Updated Resource Estimate on Saskatchewan Gold Pro...
3/26/2008(Burbidge)Commences Drilling at Burbidge Lake Uranium Project, SK
2/26/2008(Anomaly 7)Announces Results of Phase 2 Drilling on the Anomaly 7 Prope...
11/1/2007(Anomaly 7)Santoy Reports New Uranium Discoveries from Prospecting in t...
9/25/2007(Mustang Lake)and Mega Commence Drilling at Mustang Lake, CMB, Labrador
6/5/2007(Otish)Santoy-Melkior Announce Resumption of Drilling and Explorati...
Corporate news of Virginia Energy Resources Inc.
12/20/2013Provides Update
3/28/2013Comments on Quebec Uranium Study
2/15/2013Provides Legislative Update
9/27/2012and Anthem Resources Complete Plan of Arrangement
9/24/2012Provides Update on Plan of Arrangement
7/12/2012Signs Arrangement Agreement for Spin Out and Merger Transact...
6/11/2012Signs Letter Agreement for Spin Out and Merger Transaction
5/10/2012(Hawk Ridge)Commences Airborne VTEM Survey at Hawk Ridge
4/10/2012(Hawk Ridge)Signs Definitive Agreement to Option Hawk Ridge
2/7/2012(Hawk Ridge)to Monetize the Hawk Ridge Assets
6/16/2011s Drill Program in Labrador
5/30/2011(Otish)to Proceed with Drill Program for Otish Basin, QC
5/3/2011Metallurgical Studies Initiated on Coles Hill
1/12/2010and Mega Uranium announce prospecting results from Bruce Riv...
9/16/2009Virginia Completes Uranium Program and Acquires More Land
7/21/2009and Virginia Uranium Complete Business Combination
11/26/2008Provides Saskatchewan Gold Exploration Update
8/6/2008Expands Scope of Exploration Efforts in Saskatchewan
6/12/2008Completes Drill Program on Central Mineral Belt Uranium Proj...
4/29/2008Responds to BC Government Halt on Uranium Exploration and De...
2/25/2008 and Mega Provide Results from Drilling at Mustang Lake and ...
11/14/2007Commences Drilling at Fish Hawk Lake in the CMB, Labrador
10/4/2007 Denison Joint Venture Provides Progress Report, Athabasca B...
7/30/2007reports Exploration/Drill Plans on Uranium Claims in CMB, La...
7/18/2007Reports Exploration/Drill Plans on Uranium Joint Venture, At...
6/15/2007Announces Closing of Blizzard Transaction
6/5/2007Reports Drill Results From Fish Hawk Lake, CMB, Labrador
5/29/2007/Melkior Announce Temporary Suspension of Drilling at Otish ...
5/24/2007Santoy-Melkior Commence Drilling at Marc-André Uranium Occur...
5/14/2007Reports Drilling completed at Fish Hawk Lake, CMB, Labrador
3/14/2007Santoy-Wescan Joint Venture Reports Uranium Exploration Resu...
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