NOTICE TO CANADIAN AND UNITED STATES SHAREHOLDERS
THE SANTOY COMMON SHARES AND SANTOY INCENTIVE WARRANTS TO BE ISSUED UNDER THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY CANADIAN SECURITIES REGULATORY AUTHORITY NOR HAS ANY CANADIAN SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.
THE SANTOY COMMON SHARES AND SANTOY INCENTIVE WARRANTS TO BE ISSUED UNDER THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE.
THE INFORMATION CONCERNING SANTOY AND VIRGINIA CONTAINED IN THIS CIRCULAR HAS BEEN PROVIDED BY SANTOY AND VIRGINIA, RESPECTIVELY, FOR INCLUSION IN THIS CIRCULAR.
IN THE COMBINATION AGREEMENT EACH OF SANTOY AND VIRGINIA PROVIDED A COVENANT THAT NONE OF THE INFORMATION PROVIDED BY IT FOR INCLUSION IN THIS CIRCULAR WILL CONTAIN A MISREPRESENTATION OR ANY UNTRUE STATEMENT OF A MATERIAL FACT OR WILL OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS CIRCULAR, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES TO BE ISSUED UNDER THE ARRANGEMENT, OR THE SOLICITATION OF A PROXY, IN ANY JURISDICTION, TO OR FROM ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OF AN OFFER OR PROXY SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS CIRCULAR NOR ANY DISTRIBUTION OF THE
SECURITIES TO BE ISSUED UNDER THE ARRANGEMENT WILL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION OR BE TREATED AS A REPRESENTATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS CIRCULAR.
FOR A PRESENTATION OF RISK FACTORS WHICH SHAREHOLDERS SHOULD CONSIDER BEFORE CASTING THEIR VOTES, SEE PAGE 20 OF THIS CIRCULAR.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
SANTOY RESOURCES LTD. 611 - 675 West Hastings Street Vancouver, British Columbia, V6B 1N2 April 24, 2009
To: The Shareholders of Santoy Resources Ltd. (
"Santoy")
The board of directors (the "
Santoy Board") invites you to attend an annual and special meeting (the "
Santoy Meeting") of shareholders (the "
Santoy Shareholders") of Santoy Resources Ltd. ("
Santoy") to be held at 1:30 p.m. (Pacific Standard Time) on Thursday, May 21, 2009 at the Renaissance Hotel, 1133 West Hastings Street, Vancouver, British Columbia, Canada.
On February 26, 2009, we entered into a combination agreement, which was amended and restated as of April 14, 2009 (the "
Combination Agreement") with Virginia Uranium Ltd. ("
Virginia"), VA Uranium Holdings, Inc. ("
Holdco") and certain shareholders of Holdco, whereby, pursuant to a statutory plan of arrangement (the "
Arrangement") and subject to the terms and conditions of the Combination Agreement, Santoy will acquire an interest in Holdco indirectly by acquiring all of the outstanding Virginia common shares (the "
Virginia Common Shares") and directly by acquiring certain shares of Holdco, in each case in exchange for Santoy common shares ("
Santoy Common Shares"). Holdco's wholly owned subsidiary, Virginia Uranium, Inc., a Virginia corporation, controls the leasehold development and operating rights of the Coles Hill uranium property in southside Virginia.
Under the Arrangement, (i) registered Santoy Shareholders immediately prior to the effective time of the Arrangement will be issued one-quarter (¼) of one (1) Santoy warrant (each full warrant, a "
Santoy Incentive Warrant") for each Santoy Common Share held; and (ii) each one (1) issued Virginia Common Share will be exchanged for six (6) Santoy Common Shares. Each Santoy Incentive Warrant will be exercisable to acquire one (1) post-Arrangement Santoy Common Share at a price of $0.12 for a period of twelve (12) months following the closing of the Arrangement. To enable the Arrangement to be carried out, Santoy's corporate jurisdiction will, at the Santoy Meeting, be continued from Alberta to British Columbia (the "
Santoy Continuance"). In addition, Santoy Shareholders will be asked to approve a consolidation of the Santoy Common Shares on a one (1) new for each five (5) old basis (the "
Consolidation"). The Consolidation may be effected at such time as the directors determine is appropriate following the Arrangement.
Santoy Shareholders will be asked at the Santoy Meeting to approve the annual general meeting matters, the Continuance, the Arrangement and the Consolidation. The Santoy Board, other than an interested director, being Ronald Netolitzky, based, in part, on the unanimous recommendation of the Special Committee of Santoy comprised of independent directors (the "
Special Committee") has, excluding an interested director, unanimously determined that the Arrangement is fair to the Santoy Shareholders and is in the best interests of Santoy and the Santoy Shareholders and recommends that Santoy Shareholders vote FOR the Arrangement. The determination of the Santoy Board is based on various factors, including the receipt by Santoy from its financial advisor, Toll Cross Securities Inc., of a fairness opinion in respect of the Arrangement, which are described more fully in the accompanying notice of annual general and special meeting and management information circular (the "
Circular").
The Santoy Board has further determined that the Consolidation and Santoy Continuance are in the best interests of Santoy and the Santoy Shareholders and, excluding an interested director, unanimously recommends that the Santoy Shareholders vote FOR the Consolidation and Santoy Continuance.
To be effective, the Continuance and Arrangement must each be approved by special resolutions passed by at least 66 ⅔% of the votes cast by holders of outstanding Santoy Common Shares present in person or represented by proxy at the Santoy Meeting. The Consolidation must be approved by an ordinary resolution passed by greater than 50% of the votes cast as described above.
All of the directors, officers and holders of greater than 12% of the Santoy Common Shares, together holding approximately 7% of the outstanding Santoy Common Shares as at February 26, 2009, have entered into voting agreements with Virginia committing to support the Arrangement. Completion of the Arrangement is subject to the approval of the Supreme Court of British Columbia and the satisfaction of certain conditions and it is not possible at this time to determine precisely when or if the Arrangement will become effective. Subject to obtaining the approvals of the Santoy Shareholders, the Virginia Shareholders, the TSX Venture Exchange and the Supreme Court of British Columbia to the Arrangement, and to satisfying certain other conditions, the Acquisition is expected to close on or before May 26, 2009.
The Circular provides a description of the above transactions and includes certain additional information to assist you in considering how to vote on the resolutions. You are urged to read this information carefully and to consult your tax, financial, legal or other professional advisors.
We encourage you to complete, sign, date and return the accompanying form of proxy, or voting instruction form, in accordance with the instructions set out therein and in the Circular so that your Santoy Common Shares can be voted at the Santoy Meeting in accordance with your instructions.
Yours very truly,
/s/"Ronald K. Netolitzky"
Ronald K. Netolitzky
President and Chief Executive Officer
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
SANTOY RESOURCES LTD.
611 - 675 West Hastings Street
Vancouver, British Columbia, V6B 1N2
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERSNOTICE IS HEREBY GIVEN that, pursuant to an order of the Supreme Court of British Columbia dated April 24, 2009 (the "
Interim Order") and the Business Corporations Act (Alberta) (the "
ABCA"), an annual general and special meeting (the "
Santoy Meeting") of the holders ("Santoy Shareholders") of common shares ("
Santoy Common Shares") in the
capital of Santoy Resources Ltd. ("
Santoy") will be held at the Renaissance Hotel, 1133 West Hastings Street, Vancouver, British Columbia at 1:30 p.m. (Pacific Standard Time) on May 21, 2009 for the following purposes:
1. to receive and consider the report of the directors and the consolidated financial statements of the Company together with the auditor's report thereon for the financial year ended June 30, 2008;
2. to fix the number of directors at six (6);
3. to elect directors for the ensuing year;
4. to appoint the auditor for the ensuing year;
5. to authorize the directors to fix the remuneration to be paid to the auditor;
6. to approve Santoy’s new stock option plan as more fully set forth in the Circular accompanying this notice;
7. to consider and, if thought advisable, to pass, with or without variation, a special resolution (the "
Continuance Resolution") to approve the continuance of Santoy from the Province of Alberta into the Province of British Columbia (the "
Continuance"), including the adoption by Santoy of the Notice of Articles and Articles in the form to be presented at the Santoy Meeting, which Notice of Articles and Articles will, among other things, provide for a class of preferred shares and three series of preferred shares that are different than Santoy's existing class and single series of preferred shares, as more fully set forth in the Circular accompanying this notice;
8. pursuant to an Interim Order of the Supreme Court of British Columbia pronounced on April 24, 2009, to consider and, if thought advisable, to pass a special resolution (the "
Arrangement Resolution") to approve the arrangement (the "
Arrangement") under Section 288 of the Business Corporations Act (British Columbia) (the "
BCBCA"), as more fully set forth in the Circular accompanying this notice;
9. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution (the "
Consolidation Resolution") to approve the consolidation (the "
Consolidation") of the Santoy Common Shares on a one (1) new post-Consolidation share for each five (5) old pre-Consolidation shares basis; and
10. to transact such further and other business as may properly be brought before the Santoy Meeting or any adjournment thereof.
The full text of the resolutions described in items 7, 8 and 9 above are set forth in Appendices A1, A2 and A4, respectively, to the accompanying joint information circular dated April 24, 2009 (the "
Circular"). The Continuance Resolution and the Arrangement Resolution must each be passed by not less than 66⅔% of the votes cast, and the Consolidation Resolution must be passed by greater than 50% of the votes cast, by Santoy Shareholders present in person or by proxy at the Santoy Meeting.
The determination of Santoy Shareholders entitled to receive notice of and vote at the Santoy Meeting is the close of business on April 1, 2009 (the "
Record Date"). Only Santoy Shareholders whose names have been entered in the register of Santoy Shareholders as of the close of business on the Record Date are entitled to receive notice of and vote at the Santoy Meeting. The Santoy Shareholders of record will be entitled to vote those Santoy Common Shares included in the list of Santoy Shareholders entitled to vote at the Santoy Meeting prepared as at the Record Date.
A Santoy Shareholder may attend the Santoy Meeting in person or may be represented by proxy. Santoy Shareholders who are unable to attend the Santoy Meeting or any adjournment thereof in person are requested to- ii -
date, sign and return the accompanying form of proxy for use at the Santoy Meeting or any adjournment thereof. To be effective, the proxy must be received by Computershare Trust Company of Canada, by 1:30 p.m. (Pacific Standard Time) on May 19, 2009 or two Business Days prior to any adjournment of the Santoy Meeting.Santoy Shareholders who are planning to return the form of proxy are encouraged to review the Circular carefully before submitting the proxy form.If you are an unregistered holder of Santoy Common Shares and have received these materials through your broker or through another intermediary, please complete and return the form of proxy or other document provided to you by your broker or other intermediary in accordance with the instructions provided therein.Each registered Santoy Shareholder has the right to dissent pursuant to Section 189 of the ABCA in respect of the Continuance Resolution. A shareholder who dissents in the manner required by the ABCA with respect to the Continuance Resolution is entitled to be paid the fair value of such shareholder’s shares in accordance with the ABCA, subject to certain conditions. TAKE NOTICE THAT under the ABCA you may give Santoy notice of dissent with respect to the Continuance
Resolution. As a result of giving a notice of dissent you may, on receiving notice from Santoy under Section 191 of the ABCA that Santoy intends to act or has acted on the authority of the Continuance Resolution, require Santoy to purchase all of your shares in respect of which the notice of dissent was given. The dissent rights with respect to the Continuance
Resolution are described in the Circular and in Appendix G1 to the Circular.
Failure to strictly comply with the requirements set forth in Section 191 of the ABCA may result in the loss of any right of dissent.Persons who are beneficial owners of Santoy Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only registered holders of Santoy Common Shares are entitled to dissent. Accordingly, a beneficial owner of Santoy Common Shares desiring to exercise this right must make arrangements for the Santoy Common Shares beneficially owned by such person to be registered in his, her or its name prior to the time the written notice of dissent to the Continuance Resolution is required to be received by Santoy or, alternatively, make arrangements for the registered holder of Santoy Common Shares to dissent on his, her or its behalf.
BY ORDER OF THE BOARD OF DIRECTORS OF SANTOY RESOURCES LTD.
/s/"Ronald K. Netolitzky"
Ronald K. Netolitzky
President and Chief Executive Officer
Vancouver, British Columbia
Canada
April 24, 2009
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~VIRGINIA URANIUM LTD.
231 Woodlawn Heights Road
Chatham, Virginia 24531
April 24, 2009
To: The Shareholders of Virginia Uranium Ltd.
The board of directors (the "
Virginia Board") invites you to attend a special meeting (the "
Virginia Meeting") of shareholders (the "
Virginia Shareholders") of Virginia Uranium Ltd. ("
Virginia") to be held at 2:00 p.m. (Eastern Standard Time) on Friday, May 21, 2009 at 231 Woodlawn Heights Road, Chatham, Virginia, United States.
On February 26, 2009, we entered into a combination agreement, which was amended and restated as of April 14, 2009 (the "
Combination Agreement") with Santoy Resources Ltd. ("
Santoy"), whereby, pursuant to a statutory plan of arrangement (the "
Arrangement") and subject to the terms and conditions of the Combination Agreement, Santoy will acquire all of the outstanding Virginia common shares (the "
Virginia Common Shares"). Under the Arrangement, (i) registered Santoy shareholders immediately prior to the effective time of the Arrangement will be issued one-quarter (¼) of one Santoy warrant (each full warrant, a "
Santoy Incentive Warrant") for each Santoy common share ("
Santoy Common Share") held; and (ii) each one (1) issued Virginia Common Share will be exchanged for six (6) Santoy Common Shares. To enable the Arrangement to be carried out, Virginia's corporate jurisdiction will be continued at the Virginia Meeting from the Yukon to British Columbia (the "
Continuance").
Virginia Shareholders will be asked at the Virginia Meeting to approve the Continuance and the Arrangement.
The Virginia Board has unanimously determined that the Arrangement is fair to the Virginia Shareholders and is in the best interests of Virginia and the Virginia Shareholders and unanimously recommends that Virginia Shareholders vote FOR the Arrangement. The determination of the Virginia Board is based on various factors described more fully in the accompanying notice of special meeting and management information circular (the "Circular"). The Virginia Board has further determined that the Continuance is in the best interest of Virginia and the Virginia Shareholders and unanimously recommends that the Virginia Shareholders vote FOR the Continuance.
To be effective, the Continuance and the Arrangement must be approved by special resolutions passed by at least 66 2/3% of the votes cast by holders of outstanding Virginia Common Shares present in person or represented by proxy at the Virginia Meeting. All of the directors, officers and holders of greater than 12% of the Virginia Common Shares have entered into voting agreements with Santoy committing to support the Arrangement. Completion of the
Arrangement is subject to the approval of the Supreme Court of British Columbia and the satisfaction of certain conditions and it is not possible at this time to determine precisely when or if the Arrangement will become effective.
Subject to obtaining the approvals of the Virginia Shareholders, the Santoy Shareholders, the TSX Venture Exchange and the Supreme Court of British Columbia, and to satisfying certain other conditions, the Arrangement is expected to close on or before May 26, 2009.
The Circular provides a description of the above and includes certain additional information to assist you in considering how to vote on the special resolutions. You are urged to read this information carefully to consult your tax, financial, legal or other professional advisors.
We encourage you to complete, sign, date and return the accompanying form of proxy in accordance with the instructions set out therein and in the Circular so that your Virginia Common Shares can be voted at the Virginia Meeting in accordance with your instructions. We also encourage registered Virginia Shareholders to complete, sign, date and return the enclosed letter of transmittal in accordance with the instructions set out therein and in the Circular so that if the Arrangement is completed, the Santoy Common Shares to which you are entitled can be sent to you as soon as possible following completion of the Arrangement.
If you are an unregistered holder of Virginia Common Shares and have received these materials through your broker or through another intermediary, please complete and return the form of proxy or other document provided to you by your broker or other intermediary in accordance with the instructions provided therein.Yours very truly,
/s/ "Norman Reynolds"
Norman Reynolds
Chief Executive Officer
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
VIRGINIA URANIUM LTD.
231 Woodlawn Heights Road
Chatham, Virginia 24531
NOTICE OF SPECIAL MEETING OF SHAREHOLDERSNOTICE IS HEREBY GIVEN that, pursuant to an order of the Supreme Court of British Columbia dated April 24, 2009 (the "
Interim Order") and the Business Corporations Act (Yukon) (the
"YBCA"), a special meeting (the "Virginia Meeting") of the holders ("
Virginia Shareholders") of common shares ("
Virginia Common Shares") in the capital of Virginia Uranium Ltd. ("
Virginia") will be held at 231 Woodlawn Heights Road, Chatham, Virginia, United States, at 2:00 p.m. (Eastern Standard Time) on May 21, 2009 for the following purposes:
1. to consider and, if thought advisable, to pass, with or without variation, a special resolution (the "
Continuance Resolution") to approve the continuance of Virginia from the Yukon Territory into the Province of British Columbia, Canada (the "
Continuance");
2. to consider and, if thought advisable, to pass, with or without variation, a special resolution (the "
Arrangement Resolution") to approve an acquisition of all of the Virginia Common Shares by Santoy Resources Ltd. ("
Santoy") pursuant to a plan of arrangement (the "
Arrangement") under Section 288 of the Business Corporations Act (British Columbia) (the "
BCBCA") pursuant to which, among other things:
(a) Santoy will acquire all of the Virginia Common Shares through a merger of a wholly-owned subsidiary of Santoy with Virginia (which holds approximately 12% of the issued shares of VA Uranium Holdings, Inc. ("
Holdco") in exchange for shares of Santoy ("
Santoy Common Shares"), at the ratio of six (6) Santoy Common Shares for each one (1) Virginia Common Share;
(b) Santoy will acquire additional shares of Holdco common stock from certain Holdco shareholders in exchange for Santoy Common Shares, at the ratio of six (6) Santoy Common Shares for each one share of Holdco; and
(c) Santoy will issue one-quarter (¼) of one (1) warrant (each full warrant, a "Santoy Incentive Warrant") to the Santoy Shareholders, each Santoy Incentive Warrant entitling the holder to purchase one Santoy Common Share; and
3. to transact such further and other business as may properly be brought before the Virginia Meeting or any adjournment thereof. The full text of each of the above resolutions is set forth in Appendices A1 and A3 to the accompanying management information circular dated April 24, 2009 (the "
Circular"), which is deemed to form part of this notice. The Continuance Resolution and the Arrangement Resolution must each be passed by not less than 66⅔% of the votes cast by Virginia Shareholders present in person or by proxy at the Virginia Meeting.
The determination of Virginia Shareholders entitled to receive notice of and vote at the Virginia Meeting is the close of business on April 1, 2009 (the
"Record Date"). Only Virginia Shareholders whose names have been entered in the register of Virginia Shareholders as of the close of business on the Record Date are entitled to receive notice of and vote at the Virginia Meeting.
The Virginia Shareholders of record will be entitled to vote those Virginia Common Shares included in the list of Virginia Shareholders entitled to vote at the Virginia Meeting prepared as at the Record Date.
A Virginia Shareholder may attend the Virginia Meeting in person or may be represented by proxy. Virginia Shareholders who are unable to attend the Virginia Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Virginia Meeting or any adjournment thereof. To be effective, the proxy must be received by Computershare Trust Company of Canada, by 2:00 p.m. (Pacific Standard Time) on May 19, 2009 or two Business Days prior to any adjournment of the Virginia Meeting. Virginia Shareholders who are planning to return the form of proxy are encouraged to review the Circular carefully before submitting the proxy form.- ii -
If you are an unregistered holder of Virginia Common Shares and have received these materials through your broker or through another intermediary, please complete and return the form of proxy or other document provided to you by your broker or other intermediary in accordance with the instructions provided therein.Each registered Virginia Shareholder has the right to dissent pursuant to Section 193 of the YBCA in respect of the Continuance Resolution. A registered Virginia Shareholder who dissents in the manner required by the YBCA with respect to the Continuance Resolution is entitled to be paid the fair value of such registered Virginia Shareholder’s shares in accordance with the YBCA, subject to certain conditions. TAKE NOTICE THAT under the YBCA if you are a registered
Virginia Shareholder you may give Virginia notice of dissent with respect to the Continuance Resolution. As a result of giving a notice of dissent you may require Virginia to purchase all your shares in respect of which the notice of dissent was given. The dissent rights with respect to the Continuance Resolution are described in the Circular and in Appendix G to the Circular.
Failure to strictly comply with the requirements set forth in Section 193 of the YBCA may result in the loss of any right of dissent.Pursuant to the Interim Order, each registered Virginia Shareholder has been granted the right to dissent in respect of the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of such holder's Virginia Common Shares in accordance with Sections 237 to 247 of the BCBCA, as modified and supplemented by the Interim Order. To exercise such right, (a) a written notice of objection to the Arrangement Resolution must be received by Lawson Lundell LLP, Suite 1600 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, Fax: (604) 641-2814, Attention: John T.C. Christian, not later than 4:30 p.m. (Pacific Standard Time) on May 19, 2009, or two Business Days prior to any adjournment of the Virginia Meeting, (b) the Virginia Shareholder must not have voted in favour of the Arrangement Resolution, and (c) the Virginia Shareholder must have otherwise complied with the provisions of
Sections 237 to 247 of the BCBCA, as modified and supplemented by the Interim Order. The right to dissent is described in the Circular and the texts of the Interim Order and Sections 237 to 247 of the BCBCA are set forth in
Appendices E and G3 respectively, to the Circular.
Failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified and supplemented by the Interim Order, may result in the loss of any right of dissent.Persons who are beneficial owners of Virginia Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only registered holders of Virginia Common Shares are entitled to dissent. Accordingly, a beneficial owner of Virginia Common Shares desiring to exercise this right must make arrangements for the Virginia Common Shares beneficially owned by such person to be registered in his, her or its name prior to the time the written notice of dissent to the Continuance Resolution or the arrangement Resolution is required to be received by Virginia or, alternatively, make arrangements for the registered holder of Virginia Common Shares to dissent on his, her or its behalf.
BY ORDER OF THE BOARD OF DIRECTORS OF VIRGINIA URANIUM LTD.
/s/"Norman Reynolds"
Norman Reynolds
Chief Executive
Chatham, Virginia
U.S.A.
April 24, 2009
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