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Message: Executes Formal Business Combination Agreement for Merger With Virginia Uranium
| February 27, 2009 | |
| Santoy Executes Formal Business Combination Agreement for Merger With Virginia Uranium Ltd. | |
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VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 27, 2009) - NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES Santoy Resources Ltd. (TSX VENTURE:SAN) ("Santoy") is pleased to announce the signing of the formal business combination agreement (the "Business Combination Agreement") dated February 26, 2009 among Santoy, its wholly-owned subsidiary BC0846143 B.C. Ltd. ("Subco"), Virginia Uranium Ltd. ("Virginia Ltd."), VA Uranium Holdings, Inc. ("Holdco") and certain shareholders of Holdco to replace the letter of intent dated December 22, 2008, pursuant to which Santoy has agreed to acquire all of the shares of Virginia Ltd. in exchange for shares in Santoy, at the ratio of six shares of Santoy for each one share of Virginia Ltd. and certain shares of Holdco at the ratio of six shares of Santoy for each one share of Holdco as disclosed in Santoy's previous news releases dated December 22, 2008 and February 5, 2009. Holdco's 100% owned subsidiary, Virginia Uranium, Inc., a Virginia corporation, controls the leasehold development and operating rights of the Coles Hill uranium property in southside Virginia. Pursuant to the Business Combination Agreement, Santoy has agreed to acquire all of the issued shares of Virginia Ltd. pursuant to a plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia). Both of Santoy and Virginia Ltd. will continue their jurisdictions of incorporation to British Columbia to facilitate the transaction. Under the Plan of Arrangement, Subco will be merged into Virginia Ltd. with the merged company becoming a wholly-owned subsidiary of Santoy and the shareholders of Virginia Ltd. receiving shares of Santoy. Virginia Ltd. currently holds approximately 12% of the issued shares of Holdco and on closing, Santoy will, directly or indirectly, pursuant to the Plan of Arrangement, acquire additional Holdco shares. In addition, shareholders of Santoy immediately prior to closing will receive 1/4 of one incentive warrant for each Santoy share held, with each whole incentive warrant being exercisable for one Santoy share at a price of $0.12 per share for a period of 12 months following the closing of transaction. Upon closing of the transaction, it is expected that Santoy will have approximately 245,189,430 issued shares and, directly or indirectly through the wholly-owned subsidiary merged company, will hold a minimum of 20% of the issued shares of Holdco. Santoy will on closing become a party to a unanimous Holdco shareholders agreement pursuant to which Santoy will have a preferential right to arrange financing for Holdco as well as other rights to maintain or increase its Holdco shareholdings, including certain rights of first refusal, tag-along rights and drag-along rights in respect of a sale by any of the Holdco shareholders of their Holdco shares to a third party. Santoy plans to increase its interest in Holdco to approximately 30% through acquiring additional Holdco shares in connection with financings and additional potential exchanges by certain private shareholders of Holdco of their Holdco shares for shares of Santoy. The Coles Hill uranium deposit is located in southern Virginia, USA and is considered to be one of the largest undeveloped uranium deposits in the United States. It has an estimated measured and indicated resource of 119 million pounds of U308 (1)(2) at a cut-off grade of 0.025% U308 based on a National Instrument 43-101 technical report on the Coles Hill property prepared for Santoy Resources Ltd. and Virginia Uranium, Inc. by Behre Dolbear and Company, Ltd., Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. dated February 2, 2009. A copy of the findings of this report is available under Santoy's profile on SEDAR at www.sedar.com and Virginia Uranium Inc.'s website at www.virginiauranium.com. The resource estimate can be summarized as follows: --------------------------------------------------------------------------
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Excerpt from Table 1.1
Resource Estimates - June 4, 2008
(MILLIONS OF TONS AND POUNDS IN-PLACE)
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Measured(1) Indicated(1) Total(1)
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Cutoff % Pounds % Pounds % Pounds
%U3O8 Tons(2) U3O8(3) U3O8 Tons(2) U3O8(3) U3O8 Tons(2) U3O8(3) U3O8
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Project Total (South and North Coles Hill Deposits)
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0.100 0.755 0.228 3.45 6.27 0.215 26.9 7.03 0.216 30.4
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0.075 1.35 0.164 4.44 24.0 0.116 55.9 25.4 0.119 60.4
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0.050 2.28 0.124 5.65 35.4 0.101 71.7 37.7 0.103 77.4
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0.025 6.62 0.064 8.42 92.1 0.060 111 98.7 0.060 119
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(1) Total tonnage above cutoff grade and average weight % U3O8 of that
tonnage
(2) Short tons based on a rock density of 2.56 g/cc
(3) Weight %
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1. The "Qualified Persons" (as defined in NI 43-101) who prepared the
resource estimate were Betty L. Gibbs for Behre Dolbear and K. Scott
Keim for Marshall Miller and Associates, Inc.
2. Mineral resources which are not mineral reserves do not have
demonstrated economic viability. The estimate of mineral resources
may be materially affected by environmental, permitting, legal,
marketing, or other relevant issues.
Mr. Ron Netolitzky, Chief Executive Officer of Santoy, is also a director and a shareholder of Holdco. To increase the number of Holdco shares available to Santoy, Mr. Netolitzky and Santoy have agreed under the Business Combination Agreement that Santoy will acquire his 2,000,0000 Holdco shares in exchange for Santoy shares at the same ratio of six shares of Santoy for each one share of Holdco. The transaction has been negotiated by an independent committee of the Board of Santoy and has received full Board approval with Mr. Netolitzky abstaining. It is contemplated that Santoy will, subject to regulatory approval, change its name to "Virginia Energy Resources Inc." or such other name as approved by the Santoy Board to reflect the significance of the transaction to Santoy. At the meeting to approve the transactions, Santoy will seek shareholder approval for the continuance of its jurisdiction to British Columbia, approval of the Plan of Arrangement and approval for a consolidation of the Santoy shares on a one for five basis, such consolidation, if approved, to be effected in the future at the discretion of the Board of Santoy subject to regulatory acceptance. Full details of the transaction, including the terms of the Business Combination Agreement, will be included in a joint management information circular which is expected to be mailed to shareholders of Santoy and Virginia Ltd. by the end of March, 2009. Each of the companies plan to hold a special meeting of shareholders to approve the transaction and related matters by the end of April, 2009. In connection with the proposed business combination, Toll Cross Securities Inc. has provided an oral fairness opinion to the special committee of the board of directors of Santoy and Evans & Evans Inc. provided an oral fairness opinion to the board of directors of Virginia Ltd. Legal advice to Santoy is being provided by DuMoulin Black LLP. Legal advice to Virginia Ltd. is being provided by Cassels Brock & Blackwell LLP. The completion of the Plan of Arrangement is subject to various conditions, including applicable regulatory and stock exchange approvals, receipt of written fairness opinions by Santoy and Virginia Ltd., requisite approvals by the shareholders of Santoy and Virginia Ltd., the approval by the Supreme Court of British Columbia of the fairness to Santoy and Virginia shareholders of the terms and conditions of the Plan of Arrangement and usual conditions for a transaction of this nature. Santoy and Virginia Ltd. will use their commercially reasonable efforts to complete the transaction by mid May, 2009. Details of the uranium property holdings of Holdco and further particulars of the transaction are set out in the previous news releases of Santoy dated December 22, 2008 and February 5, 2009. On Behalf of the Board of Directors SANTOY RESOURCES LTD. R. K. Netolitzky, President & CEO |
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