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.
Read the rest of this announcement here: http://www.marketwire.com/press-release/Santoy-Resources-Ltd-TSX-VENTURE-SAN-955345.html