Frelodr
3rd July 2009, 08:38
Santoy
Hello everyone,
Got a question. I bought quite a few shares of Santoy quite a while back. They are buying Virginia Uranium Ltd and closing this month. I've copied and pasted a marketwire and have highlighted what I need some help with. It says shareholders of Santoy will recieve warrants after closing. Is this a good thing and should a person possibly buy more shares before closing this month? Thanks, Lodr
MARKET WIRE:
http://www.marketwire.com/press-release ... 32703.html
Santoy Merges With Virginia Uranium Ltd.
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 22, 2008) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Santoy Resources Ltd. ("Santoy" or the "Company") (TSX VENTURE:SAN) is pleased to announce the signing of a Letter of Intent ("LOI") between Santoy and two private companies pursuant to which Santoy will acquire all of the shares of Virginia Uranium Ltd. ("Limited"), a private Yukon corporation, in exchange for shares in Santoy, at the ratio of six shares of Santoy for each one share of Limited. Limited currently holds a 12% minority interest in VA Uranium Holdings, Inc. ("Holdco"), a Yukon corporation. 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. Santoy following the transaction is hereafter referred to as "Newco").
As part of the transaction, certain shareholders of Holdco will exchange their Holdco shares for shares of the Company on the same six for one basis. In addition, Santoy will invest $1,000,000 in Limited which will be secured by a promissory note issued by Limited and a pledge of shares of Holdco. The note will be convertible into 1,666,666 shares of Limited upon the successful completion of the contemplated transaction. Santoy will invest up to an additional $2,500,000 in exchange for up to an additional 4,166,666 shares of Holdco at an issue price of $0.60 per share. The above transactions will result in Newco holding a minimum of 20% of Holdco (increasing to approximately 25% following completion of the Newco Financing). Newco will have the same rights of first refusal as currently held by Limited on future financings required by Holdco as it advances the Coles Hill uranium project.
In addition, shareholders of Santoy immediately prior to closing will receive 1/4 of one warrant for each Santoy share held, with each whole warrant (an "Incentive Warrant") being exercisable for one Newco share at a price of $0.12 per share for a period of 12 months following the closing of transaction. If the closing price of the common shares of Newco for any 10 consecutive trading days exceeds $0.18, then Newco may accelerate the expiry of the warrants to the date which is 30 days following the end of such 10 trading day period. In turn, Holdco will issue warrants to Newco entitling Newco to acquire Holdco shares equivalent to the number of common shares of Newco underlying the Incentive Warrants, multiplied by the 1/6 share exchange ratio, at a price of $0.72 per share for a period of 12 months following the closing of the transaction.
The board of directors of Newco will consist of nominees of Santoy and Limited of which Newco expects to have up to seven directors with a minimum of three being independent. Norm Reynolds, currently Chief Executive Officer of Limited, is expected to be appointed as Chief Executive Officer of Newco. Walter Coles Jr., currently Executive Vice President of Limited, is expected to be appointed Executive Vice President of Newco. Ron Netolitzky, currently Chief Executive Officer of Santoy, will continue his active involvement in the company as a director of Newco. Mike Cathro of Santoy will remain as VP of Exploration for Newco.
The LOI contemplates that the Company will acquire Limited pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). Both of Santoy and Limited will continue their jurisdictions of incorporation to British Columbia to facilitate the transaction. It is expected that Newco will have approximately 234,189,430 issued shares on completion of the above. At the meeting to approve the Arrangement, Santoy will seek shareholder approval for the continuance of its jurisdiction to British Columbia, approval of the arrangement and approval for a consolidation of the Newco shares on a one for six basis. All dollar and share figures given in this news release are provided on a pre-consolidation basis.
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)(3) 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 Virginia Uranium, Inc. by Behre Dolbear and Company, Ltd., Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. dated June 30th, 2008 (the "Behre Dolbear report"). A summary of the findings of this report is available on Virginia Uranium Inc.'s website at www.virginiauranium.com:
Hello everyone,
Got a question. I bought quite a few shares of Santoy quite a while back. They are buying Virginia Uranium Ltd and closing this month. I've copied and pasted a marketwire and have highlighted what I need some help with. It says shareholders of Santoy will recieve warrants after closing. Is this a good thing and should a person possibly buy more shares before closing this month? Thanks, Lodr
MARKET WIRE:
http://www.marketwire.com/press-release ... 32703.html
Santoy Merges With Virginia Uranium Ltd.
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 22, 2008) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Santoy Resources Ltd. ("Santoy" or the "Company") (TSX VENTURE:SAN) is pleased to announce the signing of a Letter of Intent ("LOI") between Santoy and two private companies pursuant to which Santoy will acquire all of the shares of Virginia Uranium Ltd. ("Limited"), a private Yukon corporation, in exchange for shares in Santoy, at the ratio of six shares of Santoy for each one share of Limited. Limited currently holds a 12% minority interest in VA Uranium Holdings, Inc. ("Holdco"), a Yukon corporation. 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. Santoy following the transaction is hereafter referred to as "Newco").
As part of the transaction, certain shareholders of Holdco will exchange their Holdco shares for shares of the Company on the same six for one basis. In addition, Santoy will invest $1,000,000 in Limited which will be secured by a promissory note issued by Limited and a pledge of shares of Holdco. The note will be convertible into 1,666,666 shares of Limited upon the successful completion of the contemplated transaction. Santoy will invest up to an additional $2,500,000 in exchange for up to an additional 4,166,666 shares of Holdco at an issue price of $0.60 per share. The above transactions will result in Newco holding a minimum of 20% of Holdco (increasing to approximately 25% following completion of the Newco Financing). Newco will have the same rights of first refusal as currently held by Limited on future financings required by Holdco as it advances the Coles Hill uranium project.
In addition, shareholders of Santoy immediately prior to closing will receive 1/4 of one warrant for each Santoy share held, with each whole warrant (an "Incentive Warrant") being exercisable for one Newco share at a price of $0.12 per share for a period of 12 months following the closing of transaction. If the closing price of the common shares of Newco for any 10 consecutive trading days exceeds $0.18, then Newco may accelerate the expiry of the warrants to the date which is 30 days following the end of such 10 trading day period. In turn, Holdco will issue warrants to Newco entitling Newco to acquire Holdco shares equivalent to the number of common shares of Newco underlying the Incentive Warrants, multiplied by the 1/6 share exchange ratio, at a price of $0.72 per share for a period of 12 months following the closing of the transaction.
The board of directors of Newco will consist of nominees of Santoy and Limited of which Newco expects to have up to seven directors with a minimum of three being independent. Norm Reynolds, currently Chief Executive Officer of Limited, is expected to be appointed as Chief Executive Officer of Newco. Walter Coles Jr., currently Executive Vice President of Limited, is expected to be appointed Executive Vice President of Newco. Ron Netolitzky, currently Chief Executive Officer of Santoy, will continue his active involvement in the company as a director of Newco. Mike Cathro of Santoy will remain as VP of Exploration for Newco.
The LOI contemplates that the Company will acquire Limited pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). Both of Santoy and Limited will continue their jurisdictions of incorporation to British Columbia to facilitate the transaction. It is expected that Newco will have approximately 234,189,430 issued shares on completion of the above. At the meeting to approve the Arrangement, Santoy will seek shareholder approval for the continuance of its jurisdiction to British Columbia, approval of the arrangement and approval for a consolidation of the Newco shares on a one for six basis. All dollar and share figures given in this news release are provided on a pre-consolidation basis.
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)(3) 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 Virginia Uranium, Inc. by Behre Dolbear and Company, Ltd., Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. dated June 30th, 2008 (the "Behre Dolbear report"). A summary of the findings of this report is available on Virginia Uranium Inc.'s website at www.virginiauranium.com: