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