NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Santoy Resources Ltd. (TSX VENTURE:SAN) is pleased to announce that the company is proposing up to a $5.0 million non-brokered private placement by the issuance of up to 41,666,667 units on a "best efforts" basis. Each unit will comprise one common share at a price of $0.12 CDN per share and one-half of one share purchase warrant. Each whole warrant is exercisable at $0.18 per share for a two year period. The warrants will have an acceleration clause whereby if the Company's shares trade at or greater than $0.50 per share for ten consecutive days, the remaining exercise period may be reduced, at the election of the Company and upon notice to the warrant holders, to 25 days.
A portion of this proposed financing will be applied to increasing the Company's equity position in VA Uranium Holdings, Inc., which initial transaction was announced in a Company news release dated December 22, 2008 wherein Santoy and a private corporation, Virginia Uranium Ltd., have agreed to a business combination by way of a plan of arrangement. Virginia Uranium Ltd. currently owns a 13% interest in VA Uranium Holdings, Inc., which owns the Coles Hill uranium deposit. Santoy's shareholders will have the opportunity to vote on the business combination at its AGM on May 21st, 2009.
The balance of the financing will be used for general corporate purposes. All subscription receipts for this financing will be held in escrow pending a vote in favour of the Virginia transaction. It is anticipated that this financing will close simultaneously with the plan of arrangement in early June, 2009. The financing is subject to regulatory approval.
Any securities issued under this placement will not be subject to statutory or exchange hold periods as they will be issued pursuant to the plan of arrangement. In accordance with the regulations of the TSX Venture Exchange, finder's fees or commissions may be payable to accredited agents in respect of this financing.
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 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 by Behre Dolbear and Company, Ltd. dated February 2, 2009, revised April 29, 2009, Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. (the "Behre Dolbear report"). A summary of the findings of this report is available on Santoy Resources Ltd.'s website at www.santoy.ca.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
R. K. Netolitzky, President & CEO
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.Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release. www.santoy.ca