Showing posts with label Holdco. Show all posts
Showing posts with label Holdco. Show all posts

Monday, August 24, 2009

VUI...Virginia Co. Becoming More Canadian-Owned

By James West
MidasLetter.com
Monday, May 25, 2009

As far as uranium companies go, there aren't many who can say they are developing one of the largest undeveloped deposits in the world. But Santoy Resources (TSX.V:SAN), through its acquisition of a minority stake in Virginia Uranium, is doing just that. Santoy is in the process of acquiring a 20% interest in the holding company ("Holdco") that controls the leasehold development and operating rights of the Coles Hill uranium property in southside Virginia.

The transaction is structured as a plan of arrangement that also provides Santoy with a right of first refusal on future financings. Santoy's ambition is to earn a 30% interest over the next few years through various financing transactions.

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 theboard 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.

According to Virginia Uranium CEO Norman Reynolds, who will become CEO of Santoy upon the transaction's closing, "What this gives Santoy is a very substantial interest in one of the largest undeveloped uranium projects in the world. Its in an area that is very nuclear friendly, Virginia has four reactors generating more than a third of the state's electricity needs. Forty miles from the project there are two nuclear facilities, one owned by Areva that manufactures fuel rods for the commercial reactors and the other one manufactures the fuel rods for the navy. When the Atlantic fleet is in its home port of Norfolk Virgina, there are in the neighborhood of 50 reactors in the various aircraft carriers and submarines, so it's a state that is very comfortable and supportive of nuclear energy."

Reynolds was the president of Marline Corp. when the deposit was discovered in the '80s.

Dominion Virginia Power has four nuclear plants in Virginia that provide about a third of the state's energy, but the uranium used at the facilities is imported. The situation in neighboring states is similar, including in Maryland, which gets 31 percent of its electricity from nuclear power, according to the federal government.

Marline Corp. began searching for uranium deposits in the Eastern US in the late 1970s and in 1982 said it discovered 30 million pounds of uranium oxide in Pittsylvania County, potentially worth $1 billion or more.

Since then, the estimate of available ore has climbed to 119 million pounds, worth perhaps $10 billion. However, Virginia placed a moratorium on uranium mining in 1982, until such time as uranium mining regulations are enacted into law. Marline was working with the state legislature in the 1980's to develop the appropriate laws and regulatory framework for uranium mining in Virginia when the price of uranium declined to the point that the project was abandoned. Santoy's will support Virginia Uranium's efforts to pick up today where Marline left off 25 years ago. In the meanwhile, the state continues to import all of its nuclear fuel requirements.

In 1982, Virginia did pass laws covering uranium exploration. Per those regulations Virginia Uranium Inc. applied for and received a permit from the Virginia Department of Mines, Minerals and Energy in November 2007 to conduct uranium exploration drilling on 194 acres in and around the Coles Hill deposit in Pittsylvania County.

Baseline water quality has been established for water wells, surface water ponds, and streams in the area. An archeological, cultural, and historic resources review of the area has been completed. There are no threatened or endangered species within or near the permit area.

The Virginia governor's energy plan issued in the Fall 2007 mentioned this project about 50 times, saying that studies needed to be done to assess the potential for developing it, and generally supporting the idea of a developed uranium mining industry in the state," said Reynolds "That was largely the catalyst that motivated the Coles and Bowen Families to begin developing Coles Hill more aggressively."

Family patriarch Walter Coles said in January 2008, "There's too much uranium here. Somebody's going to mine it. I felt like while I was alive, it was my duty to make sure it was done right."

Virginia Uranium is focused on and committed to best practices in terms of environmental protection and community relations. To that end, the company is:

  • Supporting an independent study authorized by the Commonwealth of Virginia to analyze the effect of mining on the community with emphasis on agriculture;
  • Actively working with the Virginia Farm Bureau to assist the county's efforts to preserve the agricultural traditions of the region, and;
  • Supporting local and regional colleges and universities with research, scholarships, grants and job opportunities related to agriculture, mining and geology.

Gov. Timothy M. Kaine (D) supports a study, and a state energy report released this fall recommends one. Virginia currently gets more of its energy from nuclear power than almost any other state -- about 35 percent, almost twice the national average.

In addition to the Virginia acquisition, Santoy has actively been exploring its strategically located uranium properties within three main geographic locations in Canada; the Athabasca Basin of Saskatchewan, the Central Mineral Belt of Labrador and in the Otish Mountains of Quebec. These projects are located on favourable geological trends and are in close proximity to known deposits.

The company currently holds interests in 12 uranium properties within or on the margins of the prolific Athabasca Basin of northern Saskatchewan.

Santoy and its 50-50 joint venture partner Denison Mines Corp. (TSX:DML, AMEX:DNN) have approved a $300,000 budget for fieldwork on the Hatchet Lake and Murphy Lake properties for 2009. Ground electromagnetic surveys are currently underway on the Tuning Fork and Tuning Fork West grid on the Hatchet Lake property.

Santoy will also spend $1 million on nine claim blocks within and on the margins of the Proterozoic Otish basin it controls in the province of Quebec.

The company has an experienced management team which is supported by a veteran board of directors who have been directly involved with the discovery and development of three major gold discoveries in Canada that have subsequently been put into production (Eskay Creek, Snip and Brewery Creek mines); of coal and coalbed methane projects in Western Canada; of producing "green power" projects throughout Canada; of conventional oil & gas discoveries throughout North and South America; and of taking uranium discoveries through to feasibility study.

Visit the company's web site at www.Santoy.ca and also at www.VirginiaUranium.com to learn more.

http://www.midasletter.com/news/09052506_Santoy-resources-jump-starts-growth-with-Virginia-Uranium-stake.php

Tuesday, May 26, 2009

Santoy Resources - Virginia Uranium Plan of Arrangement approved

Tuesday , 26 May 2009

Santoy Resources Ltd. (TSX.V: SAN): is pleased to announce that shareholders have voted overwhelmingly in favour of a business combination by way of a statutory plan of arrangement involving the Company and Virginia Uranium Ltd. at the Company's Annual & Special Meeting on May 21st in Vancouver ((initial transaction announced in a news release dated Dec. 22, 2008).

Virginia Uranium Ltd. owns an interest in the Coles Hill Uranium Deposit, located in southern Virginia. Coles Hill 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 per cent U308 based on a National Instrument 43-101 technical report on the Coles Hill property prepared for Santoy by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consulting Inc., dated Feb. 2, 2009 and revised April 29, 2009. This report is available on SEDAR and on Santoy's website at www.santoy.ca

Virginia Uranium Ltd. shareholders have also simultaneously voted overwhelmingly in favour of the business combination with Santoy. The final closing of this transaction is expected mid-June, 2009.

At this same meeting, Santoy shareholders also voted in favour of management's proposed slate of directors, being Ron Hochstein, P. Eng. (chairman); Ron Netolitzky, M.Sc. (CEO); Pat Barry, CFP; Robert Ingram, CA; William James, B.Sc.; and Robert Matthews, CA. The ratification of the Company's "rolling" stock option plan, re-appointment of Smythe Radcliffe as auditors, a potential consolidation of the outstanding shares at the discretion of the Board of Directors and a continuance of the corporation from the Province of Alberta to the Province of British Columbia were also approved.

http://www.santoy.ca

http://www.mineweb.com/mineweb/view/mineweb/en/page674?oid=83818&sn=Detail

Thursday, May 14, 2009

Uranium Topic of the Day Thursday [Maybe]

By John Crane

Published: May 14, 2009

Virginia Uranium Ltd. hopes to formalize its merger with Canadian-based Santoy Resources Ltd. during a meeting next Thursday in Chatham. That’s the same day a state subcommittee convenes in Richmond to mull the final draft of a study that would determine whether uranium mining can be done safely in the commonwealth.

Walter Coles Sr., chairman of Virginia Uranium Inc., said the meeting among VUL shareholders was planned prior to the announcement of the subcommittee’s date and will probably be rescheduled.

“It was set long before the subcommittee (meeting),” Coles said Thursday. “We may change it.”

A 300-page circular for the meeting also gives notice of a regular meeting of Santoy’s shareholders on the same day. VUL’s meeting in Chatham will be closed to the public.

Virginia Uranium Ltd. is the funding arm for Virginia Uranium Inc.’s proposed project at Coles Hill, where VUI hopes to mine and mill a 119-million pound uranium ore deposit about six miles northeast of Chatham. Virginia has had a moratorium on uranium mining since 1982.

The Virginia Coal and Energy Commission’s Uranium Mining Subcommittee is overseeing a study, to be conducted by the National Academy of Sciences, to determine whether the practice can be performed safely in the state. The subcommittee is holding a meeting at 2:30 p.m. Thursday in Room D at the General Assembly Building in Richmond.

Once the merger between Virginia Uranium Ltd. and Santoy Resources Ltd. is finalized, the merged company will be referred to as Newco and will appear on the Toronto Stock Exchange. It will provide funding for Virginia Uranium Inc.

A 300-page circular, outlining the merger’s aspects, including risks, was drawn up for the meeting. The circular mentions that Virginia Uranium Holdings, or Holdco, which owns 100 percent of VUI, has bought and has an option to buy more properties surrounding Coles Hill to provide “sufficient setback from local residents” to minimize impact of mining operations on those areas.

Coles said there are no plans in the near future to purchase additional land around Coles Hill, and they would depend on how the uranium mine and mill would be designed. Coles said a circular is routinely provided during mergers to outline all aspects of the transaction to shareholders, including investment risks such as possible drops in share prices, project delays and other issues.

A wide range of risks is included in a circular to make sure the transaction is not fraudulent, Coles said.

“In this day and age of full disclosure, it’s important to be upfront and conservative,” said Patrick Wales, VUI geologist and spokesman.

Eloise Nenon, a board member of Southside Concerned Citizens, which opposes uranium mining, said it was “strange” that VUL would schedule its meeting the same day as the subcommittee’s. She said Santoy is investing in uranium mining here because there is a strong push to ban the practice in Canada.

The Coles and Bowen families currently own 78 percent of Holdco, but will have 71 percent after the merger is finalized, Coles said. VUL currently has 12 percent ownership of Holdco. After the merger, Newco will have a 20 percent share in Holdco, which owns all of Virginia Uranium Inc.

http://www.godanriver.com/gdr/news/local/danville_news/article/uranium_topic_of_the_day_thursday/11015/

Santoy Announces $5.0 Million Private Placement

VANCOUVER, BRITISH COLUMBIA - (Marketwire - May 14, 2009) -

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

http://newsblaze.com/story/2009051407140200001.cc/topstory.html

Saturday, March 14, 2009

Australian Uranium Mine Water from Tailings Pond Leaking into Kakadu Nat'l Park

Posted Fri Mar 13, 2009 5:19pm AEDT
Updated Fri Mar 13, 2009 5:46pm AEDT

View of Twin Falls at Kakadu National Park

Tens of thousands of litres of contaminated water is leaking into Kakadu National Park every day from the Ranger Uranium Mine (AAP: Tara Ravens)

A Senate Committee has been told tens of thousands of litres of contaminated water is leaking into Kakadu National Park every day from a tailings dam at the Ranger Uranium Mine.

The Commonwealth Supervising Scientist appointed to monitor the environmental impacts of the mine, Alan Hughes, has told a Senate Committee about 100,000 litres of contaminated water is leaking out of the dam every day.

Mr Hughes also told the Committee he did not see any significant reason for concern.

The Ranger uranium mine is on a lease within the boundaries of the world-heritage listed Kakadu National Park .

The Greens are calling on the mining company ERA to explain how it intends to clean up the water.

The Greens Senator Scott Ludlam says he wants to know how the water will be cleaned up.

"It's a vast quantity of water, contaminated water, with processed chemicals, heavy metals, and radinuclides seeping out from underneath the tailings dam," he said.

"And we are just very concerned to know how the company plans on remediating the vast quantity of contaminated water that's seeping out from under their tailings facility.

"I think the supervising scientist and the government is being incredibly casual, telling us not to be too worried, although they couldn't say how the company would remediate it, when they would be doing that.

"They couldn't even tell us the total volume of contaminated water that had leaked away."

The mining company ERA says it has a detailed plan to clean up the water.

A spokesman, David Paterson, says the contaminated water is no threat to the Park.

"We understand this issue very well," he said.

"It's well monitored, it's well understood by us and the regulators.

And we have a comprehensive rehabilitation plan, to remedy any effects on the surrounding area."

http://www.abc.net.au/news/stories/2009/03/13/2515907.htm?section=justin

Friday, February 27, 2009

Santoy Executes Formal Business Combination Agreement for Merger With Virginia Uranium Ltd.

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.

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