Thu Jul 12, 2012 Virginia Energy Resources Press ReleaseNR: 12-08
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) is pleased to announce that, further to its letter agreement dated June 6, 2012 with VA Uranium Holdings, Inc. (“VAUH”), Virginia Uranium Ltd. (“VUL”), VAE has entered into an arrangement agreement dated July 11, 2012 (the “Arrangement Agreement”) with VAUH, VUL and VUL’s wholly-owned subsidiary, 0942845 B.C. Ltd. (“Subco”), which was incorporated for the purposes of the Arrangement Agreement, to give effect to the previously announced spin out of certain assets of VAE to VUL and a consolidation of the ownership of VAUH into VUL.
The Arrangement Agreement sets out the terms of the statutory plan of arrangement (the “Arrangement”) involving the parties and their respective security holders, which will involve, among other things:
- the transfer by VAE to VUL of its interest in the Otish project in Quebec and $400,000 in exchange for a promissory note in the amount of $3.9 million;
- the transfer by VAE to VUL all of the shares of VAUH currently held by VAE in exchange for shares of VUL;
- changes to the charter documents of VAE, including the change of its name to “Anthem Resources Incorporated”;
- changes to the charter documents of VUL, including the change of its name to “Virginia Energy Resources Inc.”;
- VAE’s shareholders receiving 0.1 of a share of VUL for each share of VAE held;
- an amalgamation between VAUH and Subco;
- VAUH’s shareholders receiving 0.1817 of a share of VUL for each share of VAUH held; and
- certain other exchanges of securities.
The Arrangement is intended to divide VAE’s portfolio of exploration and development properties between VAE and VUL and consolidate the ownership of VAUH through VUL, whereby post-Arrangement VAE would focus on exploration while post-Arrangement VUL would focus on development.
If the Arrangement is completed, then, among other things:
- shareholders of VAE as at the effective date of the Arrangement (the “Effective Date”) would be entitled to receive, for each common share of VAE (a “VAE Share”) held as at such date:
- 1/3 of a post-Arrangement common share of VAE (a “New VAE Common Share”); and
- 0.1 of a common share of VUL (a “VUL Share”);
- shareholders of VAUH as at the Effective Date would be entitled to receive 0.1817 of a VUL Share for each non-voting common share of VAUH held;
- all outstanding class B multiple voting subordinate shares of VAUH would be cancelled and the holders thereof will receive no consideration therefor; and
- Holders of outstanding VAE warrants (“Warrants”) immediately prior to the Effective Date would be entitled to receive, upon exercise of each such Warrant at the same original exercise price and in accordance with the terms of such Warrant: (a) 1/3 of a New VAE Common Share; and (b) 0.1 of a VUL Share, all in lieu of the one VAE Share that was issuable upon exercise of such Warrant immediately prior to the Effective Date.
Assuming no currently outstanding convertible securities of VAE are exercised prior to the Effective Date, the issued capital of post-Arrangement VAE is expected to be approximately 32,504,746 New VAE Common Shares, 100% of which will be held by VAE shareholders as at the Effective Date.
Assuming no currently outstanding convertible securities of VAE or VAUH are exercised prior to the Effective Date, the issued capital of post-Arrangement VUL is expected to be approximately 33,151,296 VUL Shares, of which approximately 29.4% will be held by VAE shareholders as at the Effective Date and approximately 70.6% will be held by VAUH shareholders as at the Effective Date.
Acquisition
Upon completion of the Arrangement, VUL would hold a 100% interest in the Coles Hill uranium project in Virginia and the Otish project in Quebec and VAE would hold the Fir Island project in Saskatchewan as well as all of the other properties currently held by VAE, other than the Otish project and the Coles Hill uranium project. |
