Anthem Resources, Inc. 0.0570.005
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virginia energy resources in (VUI:Venture)
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Anthem, Virginia Energy and Virginia Uranium Form New Arrangement2virginia energy resources in (VUI:Venture)
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Anthem Resources Inc. (TSXV:VAE,OTCQX: VAERF), Virginia Energy Resources Inc. and Virginia Uranium Ltd. announced a new operating arrangement.
As quoted in the press release:
Under the Arrangement, the ownership structure of the Coles Hill uranium project has been simplified and consolidated under one entity, being Virginia Energy. The companies’ portfolio of exploration and development properties have now been divided between Anthem and Virginia Energy whereby Anthem focuses on exploration and Virginia Energy focuses on development.http://uraniuminvestingnews.com/12700/anthem-virginia-energy-and-virginia-uranium-form-new-arrangement.html
Québec
On March 28, 2013, Québec imposed a moratorium on uranium development in the province, until an impact study is completed > View regulatory issuesQuebec becomes third province to impose uranium moratorium
Vladimir Basov | April 4, 2013
Environment minister Yves-Francois Blanchet announced last Thursday no permits for exploration or mining will be issued until an independent study on the environmental impact and social acceptance of extracting uranium has been completed.
The minister delegated authority on uranium development issues to the province's office of public hearings on the environment (BAPE), which has the power to recommend all possible scenarios — from a permanent uranium ban to determining safe ways to develop resources of this radioactive metal.
Thus, unlike Nova Scotia and BC, the uranium moratorium in Quebec looks temporary at the moment as it is conditional to BAPE’s approval in every particular case.
Immediately after the moratorium was announced, the share price of Canadian-based Strateco Resources Inc. (TSE: RSC), which is developing the Matoush uranium deposit in Quebec, slumped by 67%.Guy Hebert, Strateco's chief executive officer, denounced the moratorium in a written statement.
"Without prior notice and for no good reason, neither rational nor scientific, the government has changed the rules. The minister's attitude is both irresponsible and unprecedented," he said.
Strateco said it has invested more than $120 million in its prospective Matoush project. All required approvals from the provincial review committee, the federal review committee, the federal environment minister and the Canadian Nuclear Safety Commission have been obtained after a rigorous review process and a series of public hearings.
Matoush is considered one of the highest-grade uranium projects in the world and is located about 275 km from the town of Chibougamau in central Quebec.
Quebec imposes moratorium on uranium development
By Kevin Dougherty and Monique Beaudin
Montreal Gazette
28 March 2013
QUEBEC - No permits for the exploration or mining of uranium in Quebec will be issued until an independent study on the environmental impact and social acceptance of extracting uranium has been completed, Environment Minister Yves-François Blanchet announced Thursday.
Blanchet has asked Quebec's Bureau d'audiences publiques sur l'environnement to examine the issue of uranium development and uranium waste in general, with hearings throughout the province.
"Some people fear uranium more than iron or gold," Blanchet said, explaining the BAPE will have full latitude to recommend all possible scenarios, from a permanent moratorium to determining safe ways to develop the heavy metal, used to fuel nuclear reactors and build nuclear bombs.
"As far as I know, this stuff is radioactive," Blanchet said, adding he cannot predict the outcome of the study. "It might not be dangerous and it might be. This is the kind of issue that the Bureau will address."
As a first step Thursday, Blanchet announced he has ordered scientific studies to prepare for the BAPE panel, which would begin its work in the fall, reporting in about a year.
The minister said the BAPE will decide how much time it needs for the study and he cannot interfere with its work.
Blanchet said he realizes the northern Quebec Crees of Eeyou Istchee have called for a permanent moratorium on uranium development and he hopes the Crees and other aboriginals participate in the process.
In a statement, the Crees welcomed the "moratorium," while expressing reserves.
Bill Namagoose, executive director of the Grand Council of the Crees, said Blanchet's decision has set off a "constitutional crisis," explaining that the BAPE has no jurisdiction under the James Bay Northern Quebec Agreement, and calling on the minister to harmonize the BAPE process with the James Bay agreement.
"Treaty trumps law," Namagoose said. "We can't allow a legal procedure to override the James Bay Northern Quebec Agreement."
Blanchet said while no exploration project requiring a permit from the Environment Department can go ahead until the BAPE panel reports, limited exploration work, not requiring a permit, may go ahead.
Christian Simard, of the environmental groups Nature Québec and Québec meilleure mine, applauded Blanchet's announcement, while adding that environmentalists wanted a complete halt to uranium exploration.
But Simard noted uranium prices are very low and the number of active exploration sites in Quebec now stands at about 10.
He is concerned about preliminary exploration, which can involve drilling, saying the cleanup of sites "is not always done properly."
"De facto it will stop for a time," Simard said, predicting the BAPE study can only conclude that Quebec should not allow uranium extraction, and noting that no effective way has been found to deal with nuclear waste, which remains dangerous for 1,600 years.
"I am confident at the end of this process there will be a consensus in Quebec society to say that uranium is not a mineral like the others," Simard said. "It's radioactive, there are problems with radioactivity in the very long term."
Simard suggested Quebec follow the example of Virginia, which recently ordered a study to determine whether to lift its moratorium on uranium, only to conclude, based on scientific evidence, that the moratorium should remain permanent.
Blanchet said the Matoush site of Strateco Resources Inc. is the only uranium project in the province seeking an exploration permit from his department. He declined to comment on a legal action by Strateco calling on him to grant such a permit.
Strateco, though, called Blanchet's decision "unfounded and unjustified" with no "validity, rationale or scientific background."
"We are going to look at what was announced today in more detail, we are going to look at how we can defend our rights, and we are going to defend them with all the avenues and by all means available to us," said company spokesperson Denis Boucher
Strateco has spent more than $120 million on its project in Quebec's Otish mountains, about 275 kilometres north of Chibougamau, Boucher said.
The project underwent a four-year review process at the federal and provincial level, as well as a review by the Canadian Nuclear Safety Commission, and got the green light, Boucher said.
Blanchet's announcement came after years of lobbying by environmental groups and communities across Quebec. More than 300 communities have passed resolutions calling for a uranium moratorium. In 2009, more than 20 doctors in Sept-Îles threatened to quit their jobs and leave Quebec unless a moratorium was put in place.
There are so many concerns about uranium that Quebec should enact a permanent moratorium, said Gordon Edwards, president of the Canadian Coalition for Nuclear Responsibility.
"It's a little bit like asbestos - people have come to the conclusion that there are certain minerals that are so dangerous that they're not worth mining, they're better to leave underground," Edwards said. "One is asbestos, and one is uranium."
Twitter: @doughertykr
Twitter:@moniquebeaudin
James Bay Crees Laud Announcement of Uranium Moratorium, But Oppose the Government of Quebec's Approach to its ‘Commission Concerning the Uranium Industry in Quebec'
Grand Council of the Crees (Eeyou Istchee) statement
28 March 2013
"Without a prior agreement with the Crees, the mechanism chosen by Quebec for this important process violates our treaty rights of, and fails to respect our special status in Eeyou Istchee"
Nemaska, QC, March 28, 2013 - The James Bay Cree Nation welcomes the Government of Quebec's decision to impose a moratorium on uranium exploration and mining activities in Eeyou Istchee and in Quebec. However, the Cree Nation calls on the Government of Quebec to ensure that the Commission concerning the uranium industry in Quebec properly respects Cree rights and the James Bay and Northern Quebec Agreement (JBNQA).
Quebec Environment Minister Yves-François Blanchet announced today that the Bureau d'audiences publiques sur l'environnement (BAPE) is to conduct province-wide public hearings regarding the uranium sector in Quebec. Minister Blanchet confirmed that while the BAPE uranium process is underway, no authorizations for uranium exploration or mining projects will be granted, and the proposed Matoush advanced exploration project will not be permitted to proceed.
"An independent and broad study of the uranium industry is urgently required," Deputy Grand Chief Ashley Iserhoff stated. "It is also good that Quebec has halted all uranium exploration and mining activities while this process is on-going. However, we unfortunately cannot support the process as it is currently planned."
"Without the prior consent of the Crees, the BAPE mechanism chosen by the Government of Quebec violates the JBNQA treaty of 1975 to which the government of Quebec is a party, and fails to respect the special status of the Cree Nation in Eeyou Istchee," said Grand Chief Dr. Matthew Coon Come. "We are confident that through nation-to-nation discussions, we will reach an agreement with Quebec. We call on Quebec to work with the Grand Council of the Crees to ensure that this important process can proceed in Eeyou Istchee on a cooperative and respectful basis."
Located near the Cree community of Mistissini, the Matoush project is the most advanced uranium project to date in the Cree territory of Eeyou Istchee and in Quebec. "We commend the Government for its decision to stop the Matoush project," said Mistissini Chief Richard Shecapio. "Mistissini's position is clear: there will be no uranium activities in our territory. We will continue working with the hundreds of municipalities and civil society groups that oppose uranium in Quebec."
"The risks that come with uranium exploration, uranium exploitation and uranium waste are issues of major concern to the Cree Nation", said Grand Chief Dr. Matthew Coon Come. "As a basic matter of human rights, our consent is required for all projects that might seriously impact our environment, economies and way of life."
"Our people supports environmentally and socially sustainable and equitable development in our territory, including mining," Grand Chief Coon Come noted. "But uranium burdens all future generations in a way that we are not willing to assume. We are confident that when Quebecers consider the true facts about uranium mining and waste, they will join us in our permanent moratorium stand."
The Grand Council of the Crees (Eeyou Istchee) is the political entity that represents the James Bay Cree people. The Cree Nation of Mistissini is one of the larger communities within the James Bay Cree Nation, and is located at the southeast end of Mistassini Lake.
For further information:
Grand Council of the Crees (Eeyou Istchee)
Bill Namagoose
Executive Director
Cellular: 613-725-7024
Grand Chief Matthew Coon Come
Telephone: (613) 761-1655
Me Jessica Orkin, legal advisor
Cellular: (514) 260-2622
Cree Nation of Mistissini
Chief Richard Shecapio
Cree Nation of Mistissini
Téléphone : (418) 923-3461
The AFNQL strongly objects to the exploration and mining of uranium
Association of First Nations of Quebec and Labrador Press Release
1 April 2013
Wendake, QC, March 28, 2013 - Assembled in the Abenaki community of Odanak on March 13 2013, the Chiefs of the AFNQL adopted a resolution which strongly and definitively opposes the exploration and exploitation of uranium.
"The exploration and exploitation of uranium constitute major and irreversible health hazards to our populations, our territories and the resources it contains. The First Nations have the most sacred duty to protect their populations, their territories and their resources", stated Ghislain Picard, Chief of the AFNQL.
"I also encourage all the First Nations to clearly and publicly demonstrate their opposition to the exploration and exploitation of uranium on their territories", concluded Chief Picard.
The AFNQL supports the coalition of more than 300 localities throughout Quebec calling for a moratorium on the exploration and exploitation of uranium.
About the AFNQL
The AFNQL is the regional organization regrouping the 43 Chiefs of the First Nations of Quebec and Labrador.
For further information:
Mélanie Vincent
Tel. : (418) 842-5020
Cell : (418) 580-4442
http://www.minesandcommunities.org/article.php?a=12224
http://www.mining.com/quebec-becomes-third-province-to-impose-uranium-moratorium-26158/
Virginia Energy Comments on Quebec Uranium Study |
| Mar 28, 2013 | |
| NR:13-04 Virginia Energy Resources Inc. (TSX.V: VUI; OTCQX: VEGYF) ("Virginia Energy" or the "Company") has learned that the Government of Quebec will conduct an impact study on the exploration and development of uranium in the province. The Bureau d'audiences publiques sur l'environnement (BAPE) has been given a mandate to conduct the study starting next fall. In the meantime, the Government says that no certificate of authorization will be issued for the exploration or development of uranium in Quebec until the study is completed. Further exploration on Virginia Energy's Otish Mountains uranium project will remain on hold while the Quebec government undertakes this evaluation. However, Virginia Energy is confident that this study will show that uranium exploration and mining can be done safely and in a way that protects the environment, as has been demonstrated by decades of uranium mining experience in Saskatchewan, and similar recent studies around the world. http://www.virginiaenergyresources.com/s/NewsReleases.asp?ReportID=578295&_Type=News-Releases&_Title=Virginia-Energy-Comments-on-Quebec-Uranium-Study |
Virginia Energy Resources Inc. (the "Company" or "Virginia") is a resource company focused on the exploration and development of uranium deposits located in the southern part of Virginia, United States and exploration of uranium in Quebec. Virginia was incorporated in the Yukon on August 31, 2007 and continued to British Columbia under the British Columbia Corporations Act on May 21, 2009. On September 27, 2012, the Company acquired all the outstanding shares of VA Uranium Holdings Inc. ("VAUH") and its subsidiaries and Otish Minerals Ltd. (note 4) ("the Arrangement"). Prior to September 27, 2012, the Company held an investment in VA Uranium Holdings Inc.
Details of the Company’s wholly owned subsidiaries are as follows :
Virginia Uranium Inc. ("VirginiaCo") Exploration VA
Southside Cattle Company LLC
("Southside"): Holding Co VA (
A holding company is a company or firm that owns other companies' outstanding stock. The term usually refers to a company that does not produce goods or services itself; rather, its purpose is to own shares of other companies. Holding companies allow the reduction of risk for the owners and can allow the ownership and control of a number of different companies. In the United States, 80% or more of stock, in voting and value, must be owned before tax consolidation benefits such as tax-free dividends can be claimed.[1]
Sometimes a company intended to be a pure holding company identifies itself as such by adding "Holdings" or "(Holdings)" to its name)
Otish Minerals Ltd. Exploration Canada
Note payable to related party consists of a Promissory Note payable to Anthem of $4,036,850 exchanged in the acquisition of the Otish property
The Company subscribed to 21,851,411 common shares of Energy Fuels Inc., pursuant to a private placement. The Energy Fuels shares are held for trading on an agreement which limits the sales to 112,500 common shares per day. The Company and Energy Fuels Inc. have a common
director.
http://www.sedar.com/GetFile.do?lang=EN&docClass=5&issuerNo=00033649&fileName=/csfsprod/data148/filings/02141208/00000001/C%3A%5CSEDAR%5CFILINGS%5CVUIFinancialsMD%26A%5C2013%5CVUIFS3QSEP2013FINAL.pdf
Virginia Energy Resources Inc. : Virginia Energy Provides Corporate Update
NR: 12-09
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) is pleased to provide an update on its Plan of Arrangement, the Annual General and Special Meeting ("AGM"), and other corporate matters.
PLAN OF ARRANGEMENT
The Joint Information Circular, which details the planned spin out of Virginia Uranium Ltd. ("VUL"), and its subsequent merger with VA Uranium Holdings ("Holdco"), was mailed to all shareholders on July 24, 2012. Shareholders are encouraged to vote their proxies to ensure the success of the proposed transaction. Following the spin out, Virginia Energy Resources will change its name to Anthem Resources Incorporated ("Anthem Resources"). The new company that results from the merger of VUL and Holdco will own 100% of the Coles Hill project and shall take over the name Virginia Energy Resources Inc. ("Virginia Energy" or "VAE")
After the transaction is completed, the current VAE shareholders will own 100% of Anthem and 29.4% of the new Virginia Energy.
In support of the Arrangement, the Company filed a National Instrument 43-101 ("NI 43-101") technical report entitled "Preliminary Economic Assessment Update -- Virginia Energy Resources Inc. -- Coles Hill Uranium Property, Pittsylvania County, Virginia, United States of America" dated June 2012, and prepared by Lyntek Incorporated of Lakewood, Colorado and BRS Engineering of Riverton, Wyoming, and a NI 43-101 technical report entitled "Mineral Potential Assessment and Exploration Proposal on the Fir Island Property, Black Lake, Saskatchewan" dated June 2012 and prepared by N. Ralph Newson, MSc., P.Eng., P.Geo. of Brockville, Ontario.
The Technical Reports are available under the Company's profile on SEDAR at www.sedar.com and on the Company's website at www.virginiaenergyresources.com.
The Technical Reports are available under the Company's profile on SEDAR at www.sedar.com and on the Company's website at www.virginiaenergyresources.com.
About Virginia Energy Resources Inc.
Virginia Energy Resources Inc. is a uranium development and exploration company that holds a 29% stake in the advanced stage Coles Hill uranium project in Virginia. The Company also holds exploration properties in the Athabasca Basin of Saskatchewan and in the Otish Basin of Quebec. Virginia Energy Resources Inc. trades on the TSX Venture Exchange under the symbol VAE and on the OTCQX under the symbol VAERF.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr.
President & CEO
Virginia Energy Resources Inc. is a uranium development and exploration company that holds a 29% stake in the advanced stage Coles Hill uranium project in Virginia. The Company also holds exploration properties in the Athabasca Basin of Saskatchewan and in the Otish Basin of Quebec. Virginia Energy Resources Inc. trades on the TSX Venture Exchange under the symbol VAE and on the OTCQX under the symbol VAERF.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr.
President & CEO
TOP SHAREHOLDERS
http://www.juniorminingnetwork.com/component/stockinfomation/VUI-V.html
Coles Hill, L.L.C
Shares Held : 11.8M
Position Value $2,743,675
% of Outstanding: 20.6%
Sprott Asset
9.4M
$2,403,496
16.5%
Energy Fuels Inc
9.4M
$2,195,103
16.5%
Bowen Minerals, ...
3.7M
$2,168,127
6.
5%
5%
Reynolds (Norman)
720.0K
$167,429
1.3%
08/07/2012 | 09:41am
Skeena Resources Limited : Skeena Resources Announces Board Re-Organization
NR: 13-02Skeena Resources Limited (TSX.V: SKE) is pleased to announce, subject to regulatory approval, the election of Walter Coles Jr. to the Board of Directors.
Mr. Coles will also assume the position of President and Chief Executive Officer.
He also serves as President, CEO and Director of Vancouver-based Anthem Resources Inc.;
is Executive Vice-President of Virginia Energy Resources Inc.,
and is a director of Nickel North Exploration Corp. and Masuparia Gold Corporation (Anthem, Virginia Energy, Masuparia and Nickel North are all TSX Venture-listed companies).
The Board of Directors now consists of Ron Netolitzky, Chairman; Walter Coles, President and CEO; Rupert Allan, Vice-President, Exploration; Peter Tredger; and Alfredo Sebastia.
http://www.4-traders.com/SKEENA-RESOURCES-LIMITED-73579/news/Skeena-Resources-Limited--Skeena-Resources-Announces-Board-Re-Organization-17625542/
VAE transferred certain of its assets to VUL;
2. the name of VAE was changed from "Virginia Energy Resources Inc." to "Anthem Resources
Incorporated";
3. VUL and Holdco completed an amalgamation to form "Amalco", the name of which is "Virginia
Energy Resources Inc." (TSX.V: VUI); and
4. shareholders of Holdco are entitled to receive, in exchange for each non-voting common share held
in Holdco (a "Holdco Non-Voting Share"), 0.1817 of a common share of Amalco (an "Amalco
Share"
http://www.virginiaenergyresources.com/i/pdf/2012-09-28_L2SH_VAE.pdf
SKEENA RESOURCES LIMITED :
Tropico Copper‐Platinum‐Palladium‐Gold Project, MexicoVirginia Energy owns Commom Shares: 3,840,000Canadian Warrants
Expired Warrants: Virginia Energy Resources Inc - VAE
Virginia Energy Resources Inc
Address: 611 - 675 Hastings St W
Vancouver BC V6B 1N2
Phone: 604 669 4799
Fax: 604 669 2543
Warrant Symbol - VAE.WT
Number Trading - 5,229,044
Expiration Date - July 21, 2010.
Cusip - 927805 11 9
Exercise Price - $0.60
Warrants called to trade news:
Virginia Energy warrants to list July 24
2009-07-23 14:33 MT - New Listing
Effective at the opening Friday, July 24, 2009, the warrants of Virginia Energy Resources Inc. will commence trading on the TSX Venture Exchange. The company is classified as a mining exploration and development company.
Corporate jurisdiction: British Columbia
Capitalization: 5,229,044 warrants with no par value of which 5,229,044 warrants are issued and outstanding
Transfer agent: Computershare Trust Company of Canada
Trading symbol: VAE.WT
Cusip No.: 927805 11 9
The warrants were issued pursuant to a plan of arrangement as described in an amended and restated combination agreement dated for reference April 14, 2009, among the company, 0846143 B.C. Ltd., Virginia Uranium Ltd., VA Uranium Holdings Inc. and certain shareholders of VA Uranium Holdings Inc. One whole warrant entitles the holder to purchase one shares at a price of 60 cents per share and will expire on Wednesday, July 21, 2010.
Virginia Energy 1:5 share rollback, name change
2009-07-23 14:23 MT - New Listing
Pursuant to a resolution passed by shareholders May 21, 2009, the company has consolidated its capital on a 1:5 basis. The name of the company has also been changed as follows.
Effective at the opening July 24, 2009, the common shares and warrants of Virginia Energy Resources Inc. will commence trading on the TSX Venture Exchange and the common shares of Santoy Resources Ltd. will be delisted. The company is classified as a mining exploration and development company.
Postconsolidation
Capitalization: unlimited shares with no par value of which 54,377,279 shares are issued and outstanding
Escrow: nil
Transfer agent: Computershare Trust Company of Canada
Share trading symbol: VAE (new)
Share Cusip No.: 927805 10 1 (new)
Warrant trading symbol: VAE.WT (new)
Warrant Cusip No.: 927805 11 9 (new)
Vancouver BC V6B 1N2
Phone: 604 669 4799
Fax: 604 669 2543
Warrant Symbol - VAE.WT
Number Trading - 5,229,044
Expiration Date - July 21, 2010.
Cusip - 927805 11 9
Exercise Price - $0.60
Warrants called to trade news:
Virginia Energy warrants to list July 24
2009-07-23 14:33 MT - New Listing
Effective at the opening Friday, July 24, 2009, the warrants of Virginia Energy Resources Inc. will commence trading on the TSX Venture Exchange. The company is classified as a mining exploration and development company.
Corporate jurisdiction: British Columbia
Capitalization: 5,229,044 warrants with no par value of which 5,229,044 warrants are issued and outstanding
Transfer agent: Computershare Trust Company of Canada
Trading symbol: VAE.WT
Cusip No.: 927805 11 9
The warrants were issued pursuant to a plan of arrangement as described in an amended and restated combination agreement dated for reference April 14, 2009, among the company, 0846143 B.C. Ltd., Virginia Uranium Ltd., VA Uranium Holdings Inc. and certain shareholders of VA Uranium Holdings Inc. One whole warrant entitles the holder to purchase one shares at a price of 60 cents per share and will expire on Wednesday, July 21, 2010.
Virginia Energy 1:5 share rollback, name change
2009-07-23 14:23 MT - New Listing
Pursuant to a resolution passed by shareholders May 21, 2009, the company has consolidated its capital on a 1:5 basis. The name of the company has also been changed as follows.
Effective at the opening July 24, 2009, the common shares and warrants of Virginia Energy Resources Inc. will commence trading on the TSX Venture Exchange and the common shares of Santoy Resources Ltd. will be delisted. The company is classified as a mining exploration and development company.
Postconsolidation
Capitalization: unlimited shares with no par value of which 54,377,279 shares are issued and outstanding
Escrow: nil
Transfer agent: Computershare Trust Company of Canada
Share trading symbol: VAE (new)
Share Cusip No.: 927805 10 1 (new)
Warrant trading symbol: VAE.WT (new)
Warrant Cusip No.: 927805 11 9 (new)
Anthem Resources Incorporated (VAE.V)
-CDNX Follow
0.14 0.00(0.00%) Sep 27, 3:47PM EDT
NATURE OF OPERATIONS AND GOING CONCERN
Anthem Resources Incorporated (the "Company" or "Anthem") was incorporated under the Business Corporations Act of Alberta on May 25, 1993. During the year ended June 30, 2013, Anthem consolidated its shares on a 3 for 1 basis in accordance with a Plan of Arrangement (the "Arrangement") that concluded on September 27, 2012, which spun out Anthem’s VA Uranium Holdings, Inc. investment to a newly listed public company renamed Virginia Energy Resources Inc., which trades under the symbol TSX:VUI. Shareholders of Anthem were issued 1 share of the new VUI for every 10 of the pre-consolidated shares of the Company. Pursuant to the Arrangement passed by a shareholder vote at the Company’s AGM on August 20, 2012, the Otish claims and $400,000 in cash were transferred to Otish Minerals Ltd. ("Otish"), a wholly owned subsidiary of VUI in exchange for a promissory note of $3,900,000. All share and per share amounts have been adjusted retroactively to reflect the share consolidation unless otherwise noted.
Virginia Energy and Anthem Resources Complete Plan of ArrangementNR: 12-11
December 22, 2008
Santoy Merges With Virginia Uranium Ltd.News Release: 08-14
Santoy Resources Ltd. (TSX.V: SAN) ("Santoy" or the "Company") is pleased to announce the signing of a Letter of Intent ("LOI") between Santoy and two private companies pursuant to which Santoy will acquire all of the shares of Virginia Uranium Ltd. ("Limited"), a private Yukon corporation, in exchange for shares in Santoy, at the ratio of six shares of Santoy for each one share of Limited. Limited currently holds a 12% minority interest in VA Uranium Holdings, Inc. ("Holdco"), a Yukon corporation. 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. Santoy following the transaction is hereafter referred to as "Newco").
As part of the transaction, certain shareholders of Holdco will exchange their Holdco shares for shares of the Company on the same six for one basis. In addition, Santoy will invest $1,000,000 in Limited which will be secured by a promissory note issued by Limited and a pledge of shares of Holdco. The note will be convertible into 1,666,666 shares of Limited upon the successful completion of the contemplated transaction. Santoy will invest up to an additional $2,500,000 in exchange for up to an additional 4,166,666 shares of Holdco at an issue price of $0.60 per share. The above transactions will result in Newco holding a minimum of 20% of Holdco (increasing to approximately 25% following completion of the Newco Financing). Newco will have the same rights of first refusal as currently held by Limited on future financings required by Holdco as it advances the Coles Hill uranium project.
In addition, shareholders of Santoy immediately prior to closing will receive ¼ of one warrant for each Santoy share held, with each whole warrant (an "Incentive Warrant") being exercisable for one Newco share at a price of $0.12 per share for a period of 12 months following the closing of transaction. If the closing price of the common shares of Newco for any 10 consecutive trading days exceeds $0.18, then Newco may accelerate the expiry of the warrants to the date which is 30 days following the end of such 10 trading day period. In turn, Holdco will issue warrants to Newco entitling Newco to acquire Holdco shares equivalent to the number of common shares of Newco underlying the Incentive Warrants, multiplied by the 1/6 share exchange ratio, at a price of $0.72 per share for a period of 12 months following the closing of the transaction.
The board of directors of Newco will consist of nominees of Santoy and Limited of which Newco expects to have up to seven directors with a minimum of three being independent. Norm Reynolds, currently Chief Executive Officer of Limited, is expected to be appointed as Chief Executive Officer of Newco. Walter Coles Jr., currently Executive Vice President of Limited, is expected to be appointed Executive Vice President of Newco. Ron Netolitzky, currently Chief Executive Officer of Santoy, will continue his active involvement in the company as a director of Newco. Mike Cathro of Santoy will remain as VP of Exploration for Newco.
The LOI contemplates that the Company will acquire Limited pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). Both of Santoy and Limited will continue their jurisdictions of incorporation to British Columbia to facilitate the transaction. It is expected that Newco will have approximately 234,189,430 issued shares on completion of the above. At the meeting to approve the Arrangement, Santoy will seek shareholder approval for the continuance of its jurisdiction to British Columbia, approval of the arrangement and approval for a consolidation of the Newco shares on a one for six basis. All dollar and share figures given in this news release are provided on a pre-consolidation basis.
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 (1) (2) (3) 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 Virginia Uranium, Inc. by Behre Dolbear and Company, Ltd., Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. dated June 30th, 2008 (the "Behre Dolbear report"). A summary of the findings of this report is available on Virginia Uranium Inc.'s website at www.virginiauranium.com:
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550119&_Type=News-Releases&_Title=Santoy-Merges-With-Virginia-Uranium-Ltd.
February 05, 2009Santoy Files NI 43-101 Technical Report for Proposed Acquisition of an Interest in Coles Hill Uranium Deposit, Virginia
NR: 09-02
Santoy Resources Ltd. (TSX.V: SAN) is pleased to announce that the NI 43-101 Technical Report for the Coles Hill Uranium Deposit is now available on SEDAR and on the Santoy website (www.santoy.ca).
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 (1) (2) 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 Resources Ltd. and Virginia Uranium, Inc. by Behre Dolbear and Company, Ltd., Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. dated February 2, 2009 (the "Behre Dolbear report"). The resource estimate can be summarized as follows:
. The "Qualified Persons" (as defined in NI 43-101) who prepared the resource estimate were Betty L. Gibbs for Behre Dolbear and K. Scott Keim for Marshall Miller and Associates, Inc.
2. Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.
Santoy has signed of a Letter of Intent ("LOI") with two private companies pursuant to which Santoy will acquire all of the shares of Virginia Uranium Ltd. ("Limited"), a private Yukon corporation, in exchange for shares in Santoy, at the ratio of six shares of Santoy for each one share of Limited. Limited currently holds a 12% minority interest in VA Uranium Holdings, Inc. ("Holdco"), a Yukon corporation. As part of the transaction, Santoy has the right to acquire additional shares of Holdco as described in the Santoy news release of Dec. 22, 2008. 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 south-central Virginia. For more details of the transaction, see the Santoy news release of Dec. 22, 2008. Santoy and Limited are continuing to negotiate in good faith to agree on the definitive terms of a formal agreement in respect of the transaction and have agreed to extend the date for completion of such formal agreement to February 20, 2009.
A statutory framework has been enacted into law for uranium exploration in Virginia. However, the Commonwealth of Virginia prohibits any agency of the Commonwealth from accepting applications for uranium mining until a program for permitting uranium mining is established by statute. Such legislation has not been enacted. In November 2008, Virginia's Coal and Energy Commission announced a state sanctioned study of uranium mining's health, economic, social and other impacts. The commission is expected to engage the National Academy of Sciences, or similar institution, to perform the study.
The technical information in this news release has been reviewed and approved by Michael S. Cathro, P. Geo., Santoy's Vice President of Exploration, a Qualified Person as defined by National instrument 43-101.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
On Behalf of the Board of Directors
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
December 31, 2008
Santoy Closes Non-Brokered FinancingNews
Release: 08-16
Santoy Resources Ltd. (TSX.V: SAN) is pleased to announce that the Company has closed, subject to final regulatory approval, a non-brokered private placement flow through financing announced on December 24th, 2008. A total of 11,000,000 flow-through Units will be issued at a price of $0.10 per Unit for gross proceeds of $1,100,000. Each Unit will consist of one flow through share and one half of a share purchase warrant. Each full warrant will be exercisable into one non-flow through common share of the company at an exercise price of $0.15 for a period of 12 months from the closing date.
A cash finders' fee was paid in the total of $64,400 to accredited agents on that portion of the funds raised by third parties. The shares issued under this financing are subject to a hold period of 4 months and one day from the closing date of the offering.
Certain directors have subscribed for $84,000 in the private placement, on the terms set forth above, and such participation has been approved by the independent directors of the Company. The Company is relying on an exemption from the related party requirements of OSC Rule 61-501. The MineralFields Group has subscribed for $500,000.
The funds from this financing will be allocated to advancement of our uranium exploration properties in the Athabasca Basin of Saskatchewan and to our projects in the Otish Basin of Quebec.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
Email: netolitzky@gmail.com
For further information contact:
Ron Netolitzky, President or Tony Perri - Investor Relations, Manager
Suite 611, 675 W. Hastings Street
Vancouver, British Columbia, Canada V6B 1N2
Tel: (604) 669-4799
Fax: (604) 669-2543
Website: www.santoy.ca
April 29, 2008
Santoy Responds to BC Government Halt on Uranium Exploration and DevelopmentNews Release: 08-05
Santoy Resources Ltd. (TSX.V: SAN) wishes to inform its shareholders that the news release by British Columbia Minister for State for Mining, Kevin Krueger, dated April 24, 2008 has negatively impacted the value of Santoy's equity investment in Boss Power Corp. also a TSE Venture Exchange listed Company. Boss Power was in the process of developing the Blizzard uranium deposit in the Greenwood Mining Division of south-central BC. Santoy is investigating its options with regard to our investment in Boss Power to ensure that we protect the rights of our shareholders. Santoy remains well financed and will continue to actively explore projects in other jurisdictions in Canada that remain open for business.
The BC Government news release confirms that the Boss Power claims included the rights to uranium, but more importantly the release does not address the expropriation procedure the Government intends to use, nor any discussion regarding compensation for damage caused. The effect of the BC Government's moratorium on uranium exploration and development is an expropriation of the Blizzard deposit. The actions of the BC Government were completed without due process or any consultation. Santoy remains committed to the exploration for uranium as a necessary activity to promote the reduction of greenhouse gases. Furthermore, we remain confident that such exploration and development can be managed in a safe and prudent manner, as has clearly been demonstrated elsewhere in Canada over the past fifty years.
About Santoy Resources
Santoy Resources Ltd. is a mining exploration company focused primarily on the energy sector. Emphasis is being placed on uranium projects in the Athabasca Basin of Saskatchewan, in Wollaston Domain rocks in northern Manitoba, in the Otish Mountains of Quebec, and in the Central Mineral Belt of Labrador. A description of our properties, including maps and photographs, can be viewed on the Company's website at www.santoy.ca.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
Cautionary Statement on Forward-Looking Information
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550106&_Type=News-Releases&_Title=Santoy-Responds-to-BC-Government-Halt-on-Uranium-Exploration-and-Developmen...]]]
MARKETABLE SECURITIES : SPARTON RESOURCES INC.
As at September 30, 2013, the Company held 100,000 common shares of Virginia Energy Resources Inc. ("VAE"), 33,333 common shares of Anthem Resources Inc. ("Anthem"
http://www.spartonres.ca/download/Q3-2013_Sparton-Financials.pdf
NICKEL NORTH EXPLORATION CORP
On January 31, 2012, the Company entered into a letter of intent with Anthem Resources Inc. ("Anthem") (formerly Virginia Energy Resources Inc. ("VAE")) to acquire certain mineral claims, referred to as the Hawk Ridge property, in Ungava Bay, Quebec. The acquisition is intended to constitute the Company’s Qualifying Transaction as defined under TSX-V Policy 2.4.
Strateco Resources wants the province to decide whether or not the company can explore for uranium in Quebec's Otish Mountains, on the James Bay Cree territory.
In October, The Canadian Nuclear Safety Commission granted an exploration license to Strateco Resources.
That license allows the company to do advanced exploration for uranium at the site.
Quebec's Environmental and Social Impact Review Committee, COMEX, said it will only give its approval if there is written consent from the Cree community in the area, which strongly opposes the project.
The community is even calling for a ban on uranium mining across Quebec.
Strateco Resources spokesperson, Denis Boucher, said the Cree shouldn't have the power to veto the exploration projecthttp://www.cbc.ca/news/canada/montreal/mining-company-takes-legal-action-against-quebec-1.1344993
NATURE OF OPERATIONS AND GOING CONCERN
Anthem Resources Incorporated (the "Company" or "Anthem") was incorporated under the Business Corporations Act of Alberta on May 25, 1993. During the year ended June 30, 2013, Anthem consolidated its shares on a 3 for 1 basis in accordance with a Plan of Arrangement (the "Arrangement") that concluded on September 27, 2012, which spun out Anthem’s VA Uranium Holdings, Inc. investment to a newly listed public company renamed Virginia Energy Resources Inc., which trades under the symbol TSX:VUI. Shareholders of Anthem were issued 1 share of the new VUI for every 10 of the pre-consolidated shares of the Company. Pursuant to the Arrangement passed by a shareholder vote at the Company’s AGM on August 20, 2012, the Otish claims and $400,000 in cash were transferred to Otish Minerals Ltd. ("Otish"), a wholly owned subsidiary of VUI in exchange for a promissory note of $3,900,000. All share and per share amounts have been adjusted retroactively to reflect the share consolidation unless otherwise noted.
Comparison
Virginia Energy and Anthem Resources Complete Plan of ArrangementNR: 12-11
September 27, 2012
Anthem Resources Inc. (formerly Virginia Energy Resources Inc.) (TSX.V: VAE) (OTCQX: VAERF) ("Anthem" or the "Company") and Virginia Energy Resources Inc. (formed pursuant to the amalgamation of VA Uranium Holdings, Inc. ("Holdco") and Virginia Uranium Ltd. ("VUL") pursuant to the Arrangement as hereinafter defined) ("Virginia Energy") are pleased to announce that the previously announced plan of arrangement (the "Arrangement") has been completed effective today (the "Effective Date"). Under the Arrangement, the ownership structure of the Coles Hill uranium project has been simplified and consolidated under one entity, being Virginia Energy. The companies' portfolio of exploration and development properties have now been divided between Anthem and Virginia Energy whereby Anthem focuses on exploration and Virginia Energy focuses on development.
Under the Arrangement, current shareholders of the Company as at the Effective Date are entitled to receive, for each common share of the Company (an "Existing VAE Share") held: (a) 1/3 of a post-Arrangement common share of Anthem Resources (an "Anthem Common Share"); and (b) 0.1 of a common share of Virginia Energy (a "Virginia Energy Common Share"); and shareholders of Holdco (other than the Company and VUL) as at the Effective Date will be entitled to receive 0.1817 of a Virginia Energy Common Share for each non-voting common share of Holdco (an "Existing Holdco Share") held.
Anthem anticipates that its common shares will commence trading on the TSX Venture Exchange (the "TSXV") as Anthem Common Shares on or about Friday, September 28, 2012 under the stock symbol "AYN".
Virginia Energy has received conditional listing approval from the TSXV for the listing of the Virginia Energy Common Shares, which are anticipated to commence trading on the TSXV on or about Friday, September 28, 2012 under the stock symbol "VUI".
Letters of transmittal will be mailed to all eligible registered shareholders of each of Anthem and Virginia Energy. To receive certificates representing Anthem Common Shares and Virginia Energy Common Shares, registered shareholders of Anthem must surrender their certificates for Existing VAE Shares, together with a duly completed letter of transmittal, to Computershare Investor Services Inc. (the "Exchange Agent") at the address shown on the letter of transmittal. To receive certificates representing Virginia Energy Common Shares, former registered shareholders of Holdco must surrender their certificates for Existing Holdco Shares, together with a duly completed letter of transmittal to the Exchange Agent at the address shown on the letter of transmittal.
Upon surrender to the Exchange Agent for cancellation of a certificate representing Existing VAE Shares of Existing Holdco Shares, together with a properly executed letter of transmittal, the holder of such surrendered certificate will be entitled to receive, and the Exchange Agent will deliver to such holder, certificates representing that number (rounded to the nearest whole number) of Anthem Common Shares and Virginia Energy Common Shares that such holder has the right to receive pursuant to the plan of arrangement and the surrendered certificate will be cancelled.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Sr.
President & CEO
November 01, 2013Anthem Responds to Defamatory Comments by Anthony Beruschi and Morning Star Resources Ltd.NR: 13-06
Anthem Resources Inc. (TSX.V: AYN; OTCQX: VAERF) ("Anthem" or the "Company") wishes to inform its shareholders that it has been the subject of defamatory statements by Anthony Beruschi and Morning Star Resources Ltd. ("Morning Star") in connection with a proxy fight between Boss Power Corp. ("Boss") and Morning Star. The defamation took place in Morning Star's proxy circular of October 25, 2013 as well as press releases of October 28 and 31, 2013. The defamation of Anthem is extensive, severe, and highly damaging and includes the following false statements:
Anthem has reviewed both the Boss circular and that of Morning Star and has decided to vote in favor of the Boss management director nominees.
On Behalf of the Board of Directors of
ANTHEM RESOURCES INC.
Walter Coles Jr., President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=609847&_Type=News-Releases&_Title=Anthem-Responds-to-Defamatory-Comments-by-Anthony-Beruschi-and-Morning-Star...
September 27, 2012Virginia Energy and Anthem Resources Complete Plan of ArrangementNR: 12-11
Anthem Resources Inc. (formerly Virginia Energy Resources Inc.) (TSX.V: VAE) (OTCQX: VAERF) ("Anthem" or the "Company") and Virginia Energy Resources Inc. (formed pursuant to the amalgamation of VA Uranium Holdings, Inc. ("Holdco") and Virginia Uranium Ltd. ("VUL") pursuant to the Arrangement as hereinafter defined) ("Virginia Energy") are pleased to announce that the previously announced plan of arrangement (the "Arrangement") has been completed effective today (the "Effective Date"). Under the Arrangement, the ownership structure of the Coles Hill uranium project has been simplified and consolidated under one entity, being Virginia Energy. The companies' portfolio of exploration and development properties have now been divided between Anthem and Virginia Energy whereby Anthem focuses on exploration and Virginia Energy focuses on development.
Under the Arrangement, current shareholders of the Company as at the Effective Date are entitled to receive, for each common share of the Company (an "Existing VAE Share") held: (a) 1/3 of a post-Arrangement common share of Anthem Resources (an "Anthem Common Share"); and (b) 0.1 of a common share of Virginia Energy (a "Virginia Energy Common Share"); and shareholders of Holdco (other than the Company and VUL) as at the Effective Date will be entitled to receive 0.1817 of a Virginia Energy Common Share for each non-voting common share of Holdco (an "Existing Holdco Share") held.
Anthem anticipates that its common shares will commence trading on the TSX Venture Exchange (the "TSXV") as Anthem Common Shares on or about Friday, September 28, 2012 under the stock symbol "AYN".
Virginia Energy has received conditional listing approval from the TSXV for the listing of the Virginia Energy Common Shares, which are anticipated to commence trading on the TSXV on or about Friday, September 28, 2012 under the stock symbol "VUI".
Letters of transmittal will be mailed to all eligible registered shareholders of each of Anthem and Virginia Energy. To receive certificates representing Anthem Common Shares and Virginia Energy Common Shares, registered shareholders of Anthem must surrender their certificates for Existing VAE Shares, together with a duly completed letter of transmittal, to Computershare Investor Services Inc. (the "Exchange Agent") at the address shown on the letter of transmittal. To receive certificates representing Virginia Energy Common Shares, former registered shareholders of Holdco must surrender their certificates for Existing Holdco Shares, together with a duly completed letter of transmittal to the Exchange Agent at the address shown on the letter of transmittal.
Upon surrender to the Exchange Agent for cancellation of a certificate representing Existing VAE Shares of Existing Holdco Shares, together with a properly executed letter of transmittal, the holder of such surrendered certificate will be entitled to receive, and the Exchange Agent will deliver to such holder, certificates representing that number (rounded to the nearest whole number) of Anthem Common Shares and Virginia Energy Common Shares that such holder has the right to receive pursuant to the plan of arrangement and the surrendered certificate will be cancelled.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Sr.
President & CEO
On Behalf of the Board of Directors of
ANTHEM RESOURCES CORP.
Walter Coles Jr.
President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550211&_Type=News-Releases&_Title=Virginia-Energy-and-Anthem-Resources-Complete-Plan-of-Arrangement
August 07, 2012Virginia Energy Provides Corporate UpdateNR: 12-09:Virginia Energy Resources will change its name to Anthem Resources Incorporated ("Anthem Resources"). The new company that results from the merger of VUL and Holdco will own 100% of the Coles Hill project and shall take over the name Virginia Energy Resources Inc. ("Virginia Energy" or "VAE")
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) is pleased to provide an update on its Plan of Arrangement, the Annual General and Special Meeting ("AGM"), and other corporate matters.
PLAN OF ARRANGEMENT
The Joint Information Circular, which details the planned spin out of Virginia Uranium Ltd. ("VUL"), and its subsequent merger with VA Uranium Holdings ("Holdco"), was mailed to all shareholders on July 24, 2012. Shareholders are encouraged to vote their proxies to ensure the success of the proposed transaction.
Following the spin out, Virginia Energy Resources will change its name to Anthem Resources Incorporated ("Anthem Resources"). The new company that results from the merger of VUL and Holdco will own 100% of the Coles Hill project and shall take over the name Virginia Energy Resources Inc. ("Virginia Energy" or "VAE")
After the transaction is completed, the current VAE shareholders will own 100% of Anthem and 29.4% of the new Virginia Energy.
This corporate reorganization will be undertaken through a Plan of Arrangement. The purpose of the reorganization is to enhance value for all shareholders by simplifying the ownership structure of the Coles Hill project into a single publicly traded company and to facilitate the ability of the market to more fully recognize the underlying values and different risk profiles of the early stage exploration targets and the more advanced development stage project located in the state of Virginia.
The date of the Annual General and Special meeting of the Company has been set for Monday August 20, 2012, at 11:00 a.m. at 10th floor, 595 Howe Street, Vancouver, B.C. during which the shareholders will be asked to approve, among other things, the Plan of Arrangement.
In support of the Arrangement, the Company filed a National Instrument 43-101 ("NI 43-101") technical report entitled "Preliminary Economic Assessment Update -- Virginia Energy Resources Inc. -- Coles Hill Uranium Property, Pittsylvania County, Virginia, United States of America" dated June 2012, and prepared by Lyntek Incorporated of Lakewood, Colorado and BRS Engineering of Riverton, Wyoming, and a NI 43-101 technical report entitled "Mineral Potential Assessment and Exploration Proposal on the Fir Island Property, Black Lake, Saskatchewan" dated June 2012 and prepared by N. Ralph Newson, MSc., P.Eng., P.Geo. of Brockville, Ontario.
The Technical Reports are available under the Company's profile on SEDAR at www.sedar.com and on the Company's website at www.virginiaenergyresources.com.
About Virginia Energy Resources Inc.
Virginia Energy Resources Inc. is a uranium development and exploration company that holds a 29% stake in the advanced stage Coles Hill uranium project in Virginia. The Company also holds exploration properties in the Athabasca Basin of Saskatchewan and in the Otish Basin of Quebec. Virginia Energy Resources Inc. trades on the TSX Venture Exchange under the symbol VAE and on the OTCQX under the symbol VAERF.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr.
President & CEO
June 11, 2012Virginia Energy Signs Letter Agreement for Spin Out and Merger TransactionNR: 12-07
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) is pleased to announce that it has signed a letter agreement dated June 6, 2012 (the "Letter Agreement") with VA Uranium Holdings, Inc. ("VAUH") and Virginia Uranium Ltd. ("VUL") with respect to the proposed spin out of certain assets of VAE to its wholly-owned subsidiary, VUL and a consolidation of the ownership of VAUH into VUL.
VAE currently holds a 29.41% interest in VAUH, a private company that owns the advanced stage Coles Hill uranium project in Virginia.
The transaction will divide VAE's portfolio of exploration and development properties between two separate companies whereby one company will focus on exploration while the other focuses on development. In addition, the consolidation of the ownership of VAUH through VUL will simplify the ownership structure of the Coles Hill uranium project in a single publicly traded entity.
Walter Coles Jr., the President & CEO of VAE, commented, "The objective of the transaction is to enhance value for all shareholders of VAE and VAUH. The Board of Directors for both companies are confident that, by reducing the complications of the current share and holding structure, this transaction will facilitate the ability of the market to more fully recognize the underlying values and differentiate risk profiles of the early stage exploration targets and the more advanced development stage Coles Hill project. The objective is for the VAE shareholders to own 100% of the exploration assets plus 29.4% of the Coles Hill project but in a more understandable structure through two separate publicly traded entities. We believe the value of the Coles Hill project will be further appreciated as a single public entity to be created in VUL which will own 100% of that project."
Proposed Transaction
Pursuant to the Letter Agreement signed last week, the parties propose to undertake a transaction (the "Transaction") whereby:
Related Party Matters As mentioned above, VAE currently holds a 29.41% interest in VAUH. In addition, four of VAE's eight directors are also members of the board and/or management of VAUH as follows: Peter Grosskopf and Norm Reynolds are directors of VAUH; Walter Coles Sr. is CEO, Chairman and a director of VAUH; and Walter Coles Jr. is the Executive VP, Corporate Development of VAUH. The proposed transaction is therefore a related party transaction under Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions ("MI 61-101").
The board of directors of VAE has established a special committee comprised of Bob Matthews, Ron Hochstein and Ron Netolitzky all of whom are independent (as defined in relevant securities legislation) to oversee the spin out and merger transaction.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr.
President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550207&_Type=News-Releases&_Title=Virginia-Energy-Signs-Letter-Agreement-for-Spin-Out-and-Merger-Transaction
.April 16, 2012Virginia Energy Named in Lawsuit by Sparton ResourcesNR: 12-04
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) ("the Company") and Boss Power Corp. and its subsidiary Blizzard Uranium Corp., have been named as defendants in a lawsuit by Sparton Resources Inc. ("Sparton")
over alleged obligations with respect to the Blizzard Uranium Property acquisition by Virginia with Sparton. The Province of British Columbia is also named as a defendant. T
he Company believes that the claim against it is without merit and will vigorously defend it.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr., President & CEOhttp://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550204&_Type=News-Releases&_Title=Virginia-Energy-Named-in-Lawsuit-by-Sparton-Resources
November 17, 2011Virginia Energy Begins Trading on OTCQXNR: 11-10
Virginia Energy Resources Inc. (TSX.V:VAE; OTCQX:VAERF) is pleased to announce that it has commenced trading today on the OTC market's premier tier, OTCQX International. Investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcqx.com.
"OTCQX provides the highest level of visibility and access to U.S. investors possible in the OTC marketplace," stated R. Cromwell Coulson, President and Chief Executive Officer of OTC Markets Group. "We are pleased to welcome Virginia Energy to OTCQX." Berenbaum Weinshienk PC will serve as Virginia Energy's Principal American Liaison ("PAL") on OTCQX, responsible for providing guidance on OTCQX requirements.
About Virginia Energy Resources Inc.
Virginia Energy Resources Inc. is a uranium development and exploration company. The Company holds a 29.4% stake in the advanced stage Coles Hill uranium project in Virginia. Additionally, the Company is pursuing active exploration programs in the Athabasca Basin on its Murphy Lake and Hatchet Lake uranium properties, which are held in a 50-50 Joint Venture with Denison Mines Ltd., and its 100% owned uranium properties in the Otish Basin of Quebec. The Company is also a 37% shareholder of Boss Power Corporation. Virginia Energy Resources Inc. trades on the TSX Venture Exchange under the symbol VAE.
About OTC Markets Group Inc.
OTC Markets Group Inc. (OTCQX: OTCM) operates the world's largest electronic marketplace for broker-dealers to trade unlisted stocks. Our OTC Link(tm) platform supports an open network of competing broker-dealers that provide investors with the best prices in over 10,000 OTC securities. We categorize the wide spectrum of OTC companies into three tiers - OTCQX (the quality-controlled marketplace for investor friendly companies), OTCQB(r) (the U.S. reporting company marketplace for development stage companies), and OTC Pink(tm) (the speculative trading marketplace) - so investors can identify the level and quality of information companies provide. To learn more about how OTC Markets Group makes the unlisted markets more transparent, informed, and efficient, visit www.otcmarkets.com.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr., President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550193&_Type=News-Releases&_Title=Virginia-Energy-Begins-Trading-on-OTCQX
October 20, 2011Virginia Energy Benefits from Investment in Boss PowerNR: 11-09
Virginia Energy Resources Inc. (TSX.V:VAE) is pleased to report a positive outcome in the lawsuit by Boss Power Corp. (TSX.V: BPU) against the Province of British Columbia for the deemed expropriation of the Blizzard uranium property. The Province has agreed to pay Boss Power Corp. $30 million plus taxable costs and disbursements in return for the surrender or transfer of the Blizzard Mineral Claims to the Province. As a result, the trial of the lawsuit in British Columbia Supreme Court will not proceed.
Virginia Energy Resources ("Virginia Energy") owns 27,250,000 shares of Boss Power Corp., which represents 37% of the shares outstanding in that company. If the 37% interest in Boss Power Corp. were valued according to Virginia Energy's interest in the cash settlement of $30 million, it would add approximately $12 million to Virginia Energy's liquid asset holdings.
Virginia Energy currently has cash of $2.3 million and liquid assets with a market value of $2.6 million, excluding the company's interest in Boss Power Corp. Since Virginia Energy's current market capitalization is approximately $19 million it seems that almost no value is ascribed to either Virginia Energy's exploration assets in Saskatchewan and Quebec or its 29.4% interest in the Coles Hill uranium property. Alternatively the market is not ascribing any value to the company's cash and liquid assets.
Virginia Energy's largest investment is the 29.4% stake in a private company, VA Uranium Holdings, Inc., which controls the Coles Hill uranium property. This private company is financially secure with net cash of $6.0 million and it also owns a land package purchased for $8.6 million.
Coles Hill is considered to be one of the largest undeveloped uranium deposits in the United States. It has a measured and indicated resource of 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8), including a higher grade zone of 77.4 million pounds of U3O8 (37.7 Mt at 0.103 percent U3O8 at a cut-off grade of 0.050 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr., President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550192&_Type=News-Releases&_Title=Virginia-Energy-Benefits-from-Investment-in-Boss-Power
September 26, 2011Virginia Provides Update on Metallurgical Studies for Coles HillNR: 11-08
Virginia Energy Resources Inc. (TSX.V:VAE) is pleased to provide an update on metallurgical tests for the Coles Hill project located in southern Virginia, USA. The goal of this test work was to develop a processing strategy that maximizes uranium recovery with reasonable capital and operating costs while minimizing the volume of tailings material. This work was undertaken in accordance with the recommendations of the NI43-101 Preliminary Economic Assessment (PEA), which was announced on October 18, 2010 and posted on SEDAR December 2, 2010.
Alkaline leach tests by Resource Development Inc. ("RDI") produced uranium extractions of approximately 90% in 48 hours at 90°C. It is notable that nearly all of the leaching occurred during the first 12 hours, which is unusually rapid for alkaline leaching. The uranium extraction with alkaline leaching was significantly better than the 83% extraction demonstrated by previous metallurgical work completed by Colorado School of Mines Research Institute and Hazen Research in 1982. We have requested that RDI undertake another round of alkaline leach tests to provide a greater degree of confidence in these initial results, as well as to optimize leach conditions.
The encouraging outcome with the alkaline leach indicates the need for a larger scale test program, which will be on-going. Future investigations will also include an evaluation of radiometric ore sorting, which has the potential to significantly reduce the volume of tailings generated by the operation.
The technical information in this news release was reviewed by Dr. Terry McNulty who is a Consulting Metallurgist on the Coles Hill project and a Qualified Person as defined by National Instrument 43-101.
Dr. McNulty received a Doctor of Science degree from Colorado School of Mines and is a metallurgical engineer with five decades of involvement in the global mining industry. He was previously in operations and technical management for The Anaconda Company, as well as VP-Technical Operations for Kerr-McGee Chemical Corp., and served as President and CEO of Hazen Research, before founding his own consulting firm. Dr. McNulty has advised on 26 uranium projects during the last 5 years.
Walter Coles Jr., President and CEO of Virginia Energy Resources, commented that, "We are very pleased to see the 6-7% improvement in extractions via the alkaline leach option. If we are able to confirm these results with larger samples it could have a significant impact on the Net Present Value (NPV) of the Coles Hill project." Every 1% improvement in recovery over the 83% rate used in the NI43-101 Preliminary Economic Assessment (announced on October 18, 2010) could increase the project NPV by approximately $15 million. Thus, a 7% improvement would add roughly $100 million to the value of the Coles Hill project.
The Preliminary Economic Assessment indicated a project NPV of $404 million, based on a 7% discount rate, a $65 per pound uranium selling price and an 83% recovery rate. If further alkaline leach tests confirm a 90% recovery rate, then the project NPV would increase to just over $500 million.
Virginia Energy Resources (TSX.V: VAE) is the largest single outside shareholder with an almost 30% interest in Virginia Uranium Holdings, Inc. Virginia Uranium Holdings, Inc. owns 100% of Virginia Uranium, Inc., a company incorporated in the state of Virginia, which operates the Coles Hill project. Besides Virginia Energy Resources' indirect stake in the Coles Hill project, the company holds over 200,000 hectares of highly prospective claims in the Athabasca Basin of Saskatchewan and in the Otish Mountains of Quebec. Further, the company is actively marketing for sale its Hawk Ridge copper-nickel project in Quebec.
Virginia Energy Resources remains well capitalized to pursue its corporate goals. The company's cash position is $2.3 million, versus an administrative burn rate of less than $500,000 per year. In addition, Virginia Energy Resources' holdings of marketable securities were valued at approximately $7.1 million as of September 23, 2011.
The company's market capitalization is just under C$17 million (based on the C$0.17 closing stock price on September 23, 2011 multiplied by the company's 97,514,238 shares outstanding), down from approximately $75 million in January 2011. We believe the negative impact of the Fukishima incident on the uranium industry will fade with time. China, South Korea, Russia and India have all reaffirmed their plans to build more nuclear power plants. Nuclear power remains the only option for base load power generation that does not generate CO2 gas.
The National Academy of Science (NAS) is continuing its study on the safety of a modern uranium mining industry in the state of Virginia. The study remains on track to be completed by December 2011. Pending a positive outcome from the NAS study, the state legislature would then be in a position to consider lifting the moratorium on uranium mining in Virginia, which would have positive implications for the Coles Hill project.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr., President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550191&_Type=News-Releases&_Title=Virginia-Provides-Update-on-Metallurgical-Studies-for-Coles-Hill
February 15, 2011Virginia Energy Grants Incentive Stock OptionsNR: 11-02
Virginia Energy Resources Inc. (TSX.V: VAE) announces that subject to TSX Venture Exchange approval, it has granted 250,000 stock options to an officer and consultants of the Company. The options are set for a period of 5 years, expiring on February 15, 2016, and will allow the holder to purchase a common share in the Company at a price of $0.65. Any shares issued on the exercise of these stock options will be subject to a four-month hold period from date of grant.
About Virginia Energy Resources Inc.
Virginia Energy Resources Inc. is a uranium development and exploration company. The Company holds a 30% stake in the advanced stage Coles Hill uranium project in Virginia. Additionally, the Company is pursuing active exploration programs in the Athabasca Basin on its Murphy River and Hatchet River uranium properties, which are held in a 50-50 Joint Venture with Denison Mines Ltd., and its 100% owned uranium properties in the Otish Basin of Quebec. The Company is also a 37% shareholder of Boss Power Corporation. Virginia Energy Resources Inc. trades on the TSX Venture Exchange under the symbol VAE.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr.
President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550184&_Type=News-Releases&_Title=Virginia-Energy-Grants-Incentive-Stock-Options
February 03, 2010Virginia Energy to Increase Equity in Coles Hill Uranium DepositNews Release: 10-03
Virginia Energy Resources Inc. (TSX.V: VAE) ("Virginia" or "the Company") is pleased to announce that pursuant to an exclusivity agreement with privately held VA Uranium Holdings, Inc., ("VA Uranium") the Company has elected to increase its equity ownership of VA Uranium from 22.2% to 28.5% by the purchase of 12.8 million shares at an average price of $0.33/share by a series of 7 tranches over a period of a year, commencing January 28, 2010.
VA Uranium has 100% equity interest in the Coles Hill uranium deposit in southern Virginia. Coles Hill is considered to be one of the largest undeveloped uranium deposits in the United States. It has a measured and indicated resource of 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8), ), including a higher grade zone of 77.4 million pounds of U3O8 (37.7 Mt at 0.103 percent U3O8 at a cut-off grade of 0.050 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website.
November 09, 2010Sprott Resource Corp. agrees to join Virginia Energy as Strategic Partners in Coles Hill Uranium Projectcompany holds a 28.5% stake in the advanced stage Coles Hill uranium project in Virginia
acquire a 19.9% stake in VA Uranium Holdings Inc. ("VAUH") to become a new strategic partner in the Coles Hill Uranium Project
NR: 10-22
Virginia Energy Resources Inc. (TSX.V:VAE) ("Virginia Energy") is pleased to announce that Sprott Resource Corp. (TSX:SCP) ("SRC") has agreed, subject to the execution of definitive agreements, board and regulatory approval, to acquire a 19.9% stake in VA Uranium Holdings Inc. ("VAUH") to become a new strategic partner in the Coles Hill Uranium Project. Virginia Energy waived its right of first refusal on financings, thus allowing SRC to invest directly into VAUH. However, Virginia Energy has 90 days to exercise a preemptive right to invest into VAUH on the same terms as SRC so as to maintain its current 28.5% ownership position in the Coles Hill uranium project through VAUH.
SRC is investing approximately C$6 million of new funding into the project. In addition, certain shareholders in VA Uranium Holdings Inc. have committed to exchanging shares of VAUH for shares in SRC such that SRC will attain a 19.9% participation level in VAUH.
VA Uranium Holdings Inc. is the owner/operator of the Coles Hill uranium project. Based on a US$75 per pound long term selling price for uranium, the project provides an Internal Rate of Return (IRR) of 47.7%; and at a 7% discount rate the Net Present Value (NPV) of the project is US$594 million.
SRC agrees to purchase 16,752,523 VAUH shares from treasury at a price of C$0.358155 per share. In addition, certain VAUH shareholders intend to exchange 16,154,319 shares of VAUH for 1,327,007 shares of SRC. The exchange ratio equates to one SRC share being issued for every 12.1735 VAUH shares transferred to SRC. Following the completion of the transaction, VAUH would have 165,707,411 shares outstanding.
Kevin Bambrough, CEO of Sprott Resource Corp. commented, "This is an exciting project -- one of only a handful of very large undeveloped uranium projects with compelling economics. The world needs more uranium production and a resource of this size is simply too important from a geopolitical perspective to remain idle. We look forward to providing the financial and strategic support necessary to see this project through to success."
Virginia Energy's CEO and President, Walter Coles Jr. commented, "We are delighted to have Sprott Resource Corp. as a partner in the project. The Sprott organization is recognized globally as one of the most astute investors in the natural resource space. Their investment is a tremendous vote of confidence in the project management team, as well as the positive fundamental outlook for the industry."
Mr. Coles Jr. added, "Annual uranium production in the United States is less than 4 million pounds per year, compared to annual domestic uranium consumption of approximately 55 million pounds per year. The United States remains critically dependent on foreign uranium supplies to fuel its fleet of nuclear power plants. As China rapidly builds out its nuclear power infrastructure, the global competition for uranium resources will intensify. The Coles Hill uranium project offers the potential for significant local job creation and energy security for America. Modern techniques for uranium mining emphasize safety and environmental sustainability - the same will hold true for the Coles Hill project."
Virginia Energy fully anticipates that it will exercise its pre-emptive right during the next 90 days to invest approximately C$2 million into VAUH under the same terms as SRC, so as to maintain its 28.5% pro rata ownership stake in the project.
The Commonwealth of Virginia currently has as a moratorium on uranium mining until such time that mining regulations for uranium are enacted into law. The moratorium dates back to 1982 when the deposit was discovered and the state began a process toward the enactment of regulations. However a decline in uranium prices in the mid 1980's left that process unfinished. The state legislature has since reengaged on the issue and awaits a National Academy of Sciences (NAS) study on the risks and mitigations for uranium mining in Virginia. The results of the NAS study are due by December 1, 2011, after which the state legislature would be in a position to consider lifting the moratorium.
Sprott Resource Corp. is a Canadian based company, the primary purpose of which is to invest and operate in natural resources, including oil and gas, uranium, agriculture and agricultural nutrients as well as a large position in physical gold bullion. SRC seeks to provide its shareholders with capital appreciation and real wealth preservation. SRC draws upon the considerable experience and expertise of both its Board of Directors and Sprott Consulting Limited Partnership (SCLP), of which Sprott Inc. is the sole limited partner. Sprott Resource Corp. stock trades on the Toronto Stock Exchange under the symbol SCP.
Virginia Energy Resources Inc. is a uranium development and exploration company. The company holds a 28.5% stake in the advanced stage Coles Hill uranium project in Virginia. Additionally, the company is pursuing active exploration programs in the Athabasca Basin on its Murphy River and Hatchet River uranium properties, which are held in a 50-50 Joint Venture with Denison Mines Ltd., and its 100% owned uranium properties in the Otish Basin of Quebec. The company is also a 32.7% shareholder of Boss Power Corporation. Virginia Energy Resources Inc. trades on the Toronto Venture Stock Exchange under the symbol VAE.
October 15, 2010Virginia Energy Announces Management RestructuringNR: 10-19 Virginia Energy Resources Inc. currently holds a 28% indirect equity ownership of the Coles Hill uranium deposit in southern Virginia, USA
Virginia Energy Resources Inc. (TSX.V: VAE) is pleased to announce that Mr. Walter Coles Jr. will immediately succeed Mr. Norm Reynolds as President and CEO of Virginia Energy Resources. Mr. Coles has previously served as Executive Vice President of the company. The Board believes that Mr. Coles' financial background and his family ties in Virginia uniquely position him to lead the company as it supports the advancement of the Coles Hill uranium project in Chatham, Virginia. Mr. Coles will also oversee the Company's Canadian exploration projects in Saskatchewan, Quebec and Labrador.
The Board wishes to thank Mr. Reynolds for his service as President and CEO. Mr. Reynolds is a major shareholder in the company and will continue to offer his valuable insights and expertise as a Director on the Company's Board.
Virginia Energy Resources Inc. currently holds a 28% indirect equity ownership of the Coles Hill uranium deposit in southern Virginia, USA, which is believed to be one of the largest untapped uranium resources in North America. Virginia Energy Resources' ownership in Coles Hill is held through shares in VA Uranium Holdings, Inc., a private company, which in turn owns 100% of Virginia Uranium, Inc. (VUI). VUI controls the mineral rights, surface rights, and leasehold development and operating rights for the Coles Hill uranium property.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
"Ron Netolitzky"
Ron Netolitzky, Director
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550171&_Type=News-Releases&_Title=Virginia-Energy-Announces-Management-Restructuring
May 19, 2010Virginia Energy Enters Definitive Agreement for Share ConversionNR: 10-16Company will hold a 31.2% interest in the Coles Hill
Virginia Energy Resources Inc. (the "Company") (TSX.V: VAE) is pleased to announce that it has entered into a definitive agreement for the share conversion originally announced on April 1, 2010. Pursuant to the terms of the definitive agreement, the Company will, subject to regulatory approval, acquire 4 million shares of VA Uranium Holdings, Inc. ("Virginia Uranium") from a company controlled by Norman Reynolds, a director and officer of the Company, in exchange for the issuance of 4,400,000 shares of the Company. This transaction will increase the Company's direct and indirect holding in Virginia Uranium from 26.2% to 29%.
Upon completion of the funding agreement for 2010 and the aforementioned private transaction, the Company will hold a 31.2% interest in the Coles Hill deposit which is estimated to contain 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website. A recently commissioned Scoping Study, referred to in the Company's March 8, 2010 news release, will update the economic and technical parameters for the proposed development of this project.
The technical information in this news release has been reviewed by Michael S. Cathro, P.Geo., the Company's Vice-President of Exploration and a Qualified Person as defined in National Instrument 43-101.
About Virginia Energy
Virginia Energy is a mining exploration company focused primarily on the energy sector. Emphasis is being placed on uranium projects in the Athabasca Basin of Saskatchewan, the Otish Basin of Quebec and an equity interest in the large Coles Hill uranium deposit in south-central Virginia.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
"Ronald Netolitzky"
Ronald Netolitzky, Director
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550168&_Type=News-Releases&_Title=Virginia-Energy-Enters-Definitive-Agreement-for-Share-Conversion
March 08, 2010Virginia Reports Study Underway for Coles Hill Uranium ProjectNews Release: 10-08
Virginia Energy Resources Inc. (TSX.V: VAE) is pleased to announce that a Scoping Study has commenced on the Coles Hill uranium project, Virginia, USA. Lyntek Inc. of Lakewood, Colorado, an independent, full-service engineering firm, has been commissioned to lead the study, which is expected to be completed in the first half of 2010. The study will provide a modern analysis of the project economics. Virginia Uranium Inc. is the operator on the Coles Hill project. Virginia Energy Resources Inc. will own a 28% indirect equity interest in the Coles Hill uranium deposit in southern Virginia after funding the 2010 operating budget for the project.
Walter Coles, Sr., Chairman of Virginia Energy Resources Inc. stated, "This is an exciting and important step to quantify the benefits of developing the Coles Hill uranium project for America's energy independence and for the economic prosperity of Southside Virginia."
"Scoping and feasibility level studies were performed on this project by Marline and Union Carbide over 20 years ago and the time has come to update that information based on today's mining and milling technologies and economics," said Patrick Wales, Project Manager for Virginia Uranium Inc.
Coles Hill is considered to be one of the largest undeveloped uranium deposits in the United States. It has a measured and indicated resource of 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8), including a higher grade zone of 77.4 million pounds of U3O8 (37.7 Mt at 0.103 percent U3O8 at a cut-off grade of 0.050 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website.
The technical information in this news release has been reviewed by Michael S. Cathro, P.Geo., Virginia's Vice-President of Exploration and a Qualified Person as defined in National Instrument 43-101.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
"Norman Reynolds"
Norman Reynolds, President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550160&_Type=News-Releases&_Title=Virginia-Reports-Study-Underway-for-Coles-Hill-Uranium-Project
February 03, 2010Virginia Energy to Increase Equity in Coles Hill Uranium DepositNews Release: 10-03
Virginia Energy Resources Inc. (TSX.V: VAE) ("Virginia" or "the Company") is pleased to announce that pursuant to an exclusivity agreement with privately held VA Uranium Holdings, Inc., ("VA Uranium") the Company has elected to increase its equity ownership of VA Uranium from 22.2% to 28.5% by the purchase of 12.8 million shares at an average price of $0.33/share by a series of 7 tranches over a period of a year, commencing January 28, 2010.
VA Uranium has 100% equity interest in the Coles Hill uranium deposit in southern Virginia. Coles Hill is considered to be one of the largest undeveloped uranium deposits in the United States. It has a measured and indicated resource of 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8), ), including a higher grade zone of 77.4 million pounds of U3O8 (37.7 Mt at 0.103 percent U3O8 at a cut-off grade of 0.050 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website.
The Commonwealth of Virginia is currently evaluating the scientific, technical, environmental, human health and safety, and regulatory aspects of uranium mining, milling, and processing. The Virginia Coal & Energy Commission through the Virginia Center for Coal and Energy Research at Virginia Tech will engage the National Research Council, an arm of the National Academy of Science to undertake this evaluation. This independent scientific study is expected to take approximately 18 months.
The Company was particularly pleased by President Obama's January 27, 2010 State of the Union address wherein he stated that "to create more of these clean energy jobs, we need more production, more efficiency, more incentives. And that means building a new generation of safe, clean nuclear power plants in this country."
On January 28th, it was reported in Business Week that the President "will propose tripling loan guarantees for new reactors to more than $54 billion..." The U.S. Nuclear Regulatory Commission has received applications to build 26 new reactors, and several more are pending. Six plants have already been ordered. As these plants come on line, a nuclear revival seems imminent.
Earlier this month, Virginia Governor Bob McDonnell in an address to a joint session of the Virginia General Assembly, affirmatively announced that "I am committed to utilizing all our vast, God-given natural resources to make Virginia the 'Energy Capital of the East Coast.'" Moreover, he also committed to create "an energy corridor in Southern and Southwest Virginia."
The technical information in this news release has been reviewed by Michael S. Cathro, P.Geo., Virginia's Vice President of Exploration and a Qualified Person as defined in National Instrument 43-101.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
"Norman Reynolds"
Norman Reynolds, President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550154&_Type=News-Releases&_Title=Virginia-Energy-to-Increase-Equity-in-Coles-Hill-Uranium-Deposit
September 03, 2009Virginia Energy to Present at Rodman & Renshaw Annual Global Investment ConferenceNR: 09-17 :Norm Reynolds, President & CEO
Virginia Energy Resources Inc. (TSX.V: VAE) is pleased to announce that Mr. Norm Reynolds, President & CEO of the Company, will be presenting at the up-coming Rodman & Renshaw Annual Global Investment Conference, 10:25 AM on September 9th at the New York Palace Hotel, New York. The featured keynote speaker will be Dr. Alan Greenspan, former Chairman of the Federal Reserve. Included in this conference will be a section on metals, mining and energy.
Virginia Energy Resources owns an interest in the Coles Hill uranium deposit located in southern Virginia. Coles Hill, considered to be one of the largest undeveloped uranium deposits in the United States, had been advanced through to the feasibility stage in 1982 and has now been investigated by 220 drill holes. It has an estimated measured and indicated resource of 119 million pounds of U3O8 (at a cut-off grade of 0.025 per cent U3O8) based on a National Instrument 43-101 technical report on the Coles Hill property prepared for Virginia Energy Resources (formerly Santoy Resources) by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultant Inc. (Dr. Peter Christopher, P.Eng.) dated Feb. 2, 2009, and revised April 29, 2009. This report is available on SEDAR and on Virginia Energy Resources' website.
On Behalf of the Board of Directors
Virginia Energy Resources Inc.
"Norm Reynolds"
Norm Reynolds, President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550146&_Type=News-Releases&_Title=Virginia-Energy-to-Present-at-Rodman-Renshaw-Annual-Global-Investment-Confe...
July 23, 2009Santoy Becomes Virginia Energy Resources Inc., Revises Board & ManagementNews Release: 09-15
Santoy Resources Ltd. (TSX.V: SAN) is pleased to announce that Pursuant to a Plan of Arrangement, (originally announced in a Company news release dated December 22, 2008, and approved by both company's shareholder votes announced May 22, 2009) Santoy Resources Limited ("the Company") has now completed its business combination with privately held Virginia Uranium Ltd. Post-closing, the Company has changed its name to Virginia Energy Resources Inc. ("Virginia Energy"), has consolidated its issued share capital to approximately 54,377,279 common shares outstanding, and will have its trading symbol changed from SAN to VAE on the TSX Venture Exchange.
Virginia Energy currently holds a 20.8 per cent equity interest (in the process of increasing to 22.2 percent) in the Coles Hill uranium deposit, located in southern Virginia. Coles Hill, considered to be one of the largest undeveloped uranium deposits in the United States, had been advanced through to the feasibility stage in 1982. It has an estimated measured and indicated resource of 119 million pounds of U3O8 (at a cut-off grade of 0.025 per cent U3O8) based on a National Instrument 43-101 technical report on the Coles Hill property prepared for Santoy Resources by Behre Dolbear and Co. Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultant Inc. (Dr. Peter Christopher, PEng) dated Feb. 2, 2009, and revised on April 29, 2009.
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550144&_Type=News-Releases&_Title=Santoy-Becomes-Virginia-Energy-Resources-Inc.-Revises-Board-Management
July 21, 2009Santoy Resources and Virginia Uranium Complete Business CombinationNews Release: 09-14: will have changed its name to Virginia Energy Resources Inc. and will hold a 20.8% interest in VA Uranium Holdings, Inc
Santoy Resources Ltd. (TSX.V: SAN) (the "Company" or "Santoy") is pleased to announce that the Plan of Arrangement (the "Arrangement") pursuant to which Santoy will complete a business combination with Virginia Uranium Ltd. ("Virginia") is expected to close today, July 21, 2009 (the "Effective Date"). Post closing, the Company will have approximately 54,377,279 common shares outstanding, will have changed its name to Virginia Energy Resources Inc. and will hold a 20.8% interest in VA Uranium Holdings, Inc. The outstanding common shares include the closing of the first tranche of the subscription receipts from the private placement financing dated July 17, 2009. The new company will trade on the TSX-V under the symbol VAE.
Procedural Information Respecting the Plan of Arrangement
The following information is a summary of certain features of the Plan of Arrangement. Immediately following the closing of the Arrangement, the Company will consolidate its shares on a one new for each five old basis. All share figures and exercise and other share prices given below are on a pre-consolidated basis.
Distribution of Santoy Incentive Warrants to Santoy Shareholders
Holders of Santoy common shares (excluding certain Small Lot Holders described below) will be entitled pursuant to the Arrangement to receive one (1) Santoy Incentive Warrant for every four (4) Santoy common shares held. Each one (1) Santoy Incentive Warrant will be exercisable to acquire one (1) Santoy common share at a price of CDN$0.12 for a period of 12 months following the closing of Arrangement. The Santoy Incentive Warrants are expected to be listed for trading on the TSX Venture Exchange.
For settlement reasons in connection with any trades of Santoy common shares during this period, the Company understands that the last day to purchase Santoy common shares that will be entitled to participate in the distribution of Santoy Incentive Warrants is July 23, 2009. Santoy common shares purchased on or after July 24, 2009 will not participate in the distribution of Santoy Incentive Warrants. The most recent private placement is not included and will not participate in the distribution of the Incentive warrants. These dates are subject to change and in such event, the Company will issue a news release announcing any such change.
Computershare Investor Services Inc. (the "Depositary") will forward to each Santoy shareholder who is entitled to receive Santoy Incentive Warrants, certificates representing their allotted number of such Warrants in accordance with the Arrangement.
Santoy Small Lot Holders (a "Small Lot" being less than 500 Santoy shares)
Registered Small Lot Holders will have their Santoy common shares cancelled as of the Effective Date and will not be entitled to receive any Santoy Incentive Warrants unless they have elected, by duly completing and returning to the Depositary an Election Form prior to the Effective Date, to retain their Santoy common shares and to receive a certificate representing Santoy Incentive Warrants.
If the election was not made, the registered Small Lot Holder will be entitled to receive only $0.10 per Santoy common share owned. To receive this cash payment in exchange for a Small Lot, the registered Small Lot Holder must complete the Election Form and deliver the Election Form together with the certificate(s) representing the Small Lot within six years of the Effective Date to the Depositary at the address provided in the Election Form. Santoy will deposit funds with the Depositary sufficient to pay the cash payments to registered Small Lot Holders, which funds will be held in a trust account to be used to pay the cash payments. Upon expiry of six (6) years from the Effective Date, all unused funds will be returned to Santoy. Due to the administrative costs of effecting exchanges, if a cash payment payable to a Small Lot Holder would be less than $10, such payment will not be made.
Registered Small Lot Shareholders should refer to the Election Form and the plan of arrangement attached to the joint information circular mailed to shareholders in connection with the Santoy meeting and available on SEDAR under Santoy's profile for additional information.
Exchange of Common Shares for shares in Virginia Energy Resources Inc.
Pursuant to the Arrangement, each of the issued Virginia Uranium Ltd. common shares will be exchanged for 1.2 shares in Virginia Energy Resources Inc. and each of the Santoy common shares will be exchanged at the ratio of five for one common share of Virginia Energy Resources Inc. As a result of this exchange, the new company will have post closing, approximately 54,377,279 common shares outstanding
In order to receive the Virginia Energy Resources Inc. common shares for their Virginia Uranium Ltd. common shares, a registered Virginia Uranium Ltd. shareholder must complete and sign the Letter of Transmittal and deliver it, together with certificates representing their Virginia Uranium Ltd. common shares (in the case of registered Virginia Uranium Ltd. shareholders) and the other required documents, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. The Letter of Transmittal was mailed to Virginia Uranium Ltd. shareholders in connection with special meeting of Virginia Uranium Ltd. shareholders held on May 21, 2009 and is available from the Depositary upon request. Virginia Uranium Ltd. shareholders who are not registered shareholders because they hold their Virginia Uranium Ltd. common shares through their broker or other intermediary should contact their broker or other intermediary. Any Virginia Uranium Ltd. common share certificate which has not been duly surrendered, with all other documents required by the Depositary, on or before the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in Virginia Uranium Ltd., Santoy or the Depositary and shall be deemed to have been surrendered to Santoy and cancelled.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
Anthem Resources Inc. (formerly Virginia Energy Resources Inc.) (TSX.V: VAE) (OTCQX: VAERF) ("Anthem" or the "Company") and Virginia Energy Resources Inc. (formed pursuant to the amalgamation of VA Uranium Holdings, Inc. ("Holdco") and Virginia Uranium Ltd. ("VUL") pursuant to the Arrangement as hereinafter defined) ("Virginia Energy") are pleased to announce that the previously announced plan of arrangement (the "Arrangement") has been completed effective today (the "Effective Date"). Under the Arrangement, the ownership structure of the Coles Hill uranium project has been simplified and consolidated under one entity, being Virginia Energy. The companies' portfolio of exploration and development properties have now been divided between Anthem and Virginia Energy whereby Anthem focuses on exploration and Virginia Energy focuses on development.
Under the Arrangement, current shareholders of the Company as at the Effective Date are entitled to receive, for each common share of the Company (an "Existing VAE Share") held: (a) 1/3 of a post-Arrangement common share of Anthem Resources (an "Anthem Common Share"); and (b) 0.1 of a common share of Virginia Energy (a "Virginia Energy Common Share"); and shareholders of Holdco (other than the Company and VUL) as at the Effective Date will be entitled to receive 0.1817 of a Virginia Energy Common Share for each non-voting common share of Holdco (an "Existing Holdco Share") held.
Anthem anticipates that its common shares will commence trading on the TSX Venture Exchange (the "TSXV") as Anthem Common Shares on or about Friday, September 28, 2012 under the stock symbol "AYN".
Virginia Energy has received conditional listing approval from the TSXV for the listing of the Virginia Energy Common Shares, which are anticipated to commence trading on the TSXV on or about Friday, September 28, 2012 under the stock symbol "VUI".
Letters of transmittal will be mailed to all eligible registered shareholders of each of Anthem and Virginia Energy. To receive certificates representing Anthem Common Shares and Virginia Energy Common Shares, registered shareholders of Anthem must surrender their certificates for Existing VAE Shares, together with a duly completed letter of transmittal, to Computershare Investor Services Inc. (the "Exchange Agent") at the address shown on the letter of transmittal. To receive certificates representing Virginia Energy Common Shares, former registered shareholders of Holdco must surrender their certificates for Existing Holdco Shares, together with a duly completed letter of transmittal to the Exchange Agent at the address shown on the letter of transmittal.
Upon surrender to the Exchange Agent for cancellation of a certificate representing Existing VAE Shares of Existing Holdco Shares, together with a properly executed letter of transmittal, the holder of such surrendered certificate will be entitled to receive, and the Exchange Agent will deliver to such holder, certificates representing that number (rounded to the nearest whole number) of Anthem Common Shares and Virginia Energy Common Shares that such holder has the right to receive pursuant to the plan of arrangement and the surrendered certificate will be cancelled.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Sr.
President & CEO
November 01, 2013Anthem Responds to Defamatory Comments by Anthony Beruschi and Morning Star Resources Ltd.NR: 13-06
Anthem Resources Inc. (TSX.V: AYN; OTCQX: VAERF) ("Anthem" or the "Company") wishes to inform its shareholders that it has been the subject of defamatory statements by Anthony Beruschi and Morning Star Resources Ltd. ("Morning Star") in connection with a proxy fight between Boss Power Corp. ("Boss") and Morning Star. The defamation took place in Morning Star's proxy circular of October 25, 2013 as well as press releases of October 28 and 31, 2013. The defamation of Anthem is extensive, severe, and highly damaging and includes the following false statements:
- That Anthem has for years been running the Board of Boss.
- That the persons nominated by Boss management as directors for the next year are in fact Anthem nominees.
- That the so-called "Anthem Nominees" have neither interest in closing, nor a plan to close, the $30,000,0000 settlement with the British Columbia government.
- That the so-called "Existing Anthem Board" is only interested in obtaining the best possible financial result for Anthem to the detriment of all other Boss shareholders.
- That the so-called "Existing Anthem Board" unlawfully agreed to transfer the B Claims to the Province in breach of trust.
- That the so-called "Existing Anthem Board" repeatedly disclosed to shareholders false and misleading facts, and which shareholders should also expect from Anthem's new Board.
Anthem has reviewed both the Boss circular and that of Morning Star and has decided to vote in favor of the Boss management director nominees.
On Behalf of the Board of Directors of
ANTHEM RESOURCES INC.
Walter Coles Jr., President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=609847&_Type=News-Releases&_Title=Anthem-Responds-to-Defamatory-Comments-by-Anthony-Beruschi-and-Morning-Star...
September 27, 2012Virginia Energy and Anthem Resources Complete Plan of ArrangementNR: 12-11
Anthem Resources Inc. (formerly Virginia Energy Resources Inc.) (TSX.V: VAE) (OTCQX: VAERF) ("Anthem" or the "Company") and Virginia Energy Resources Inc. (formed pursuant to the amalgamation of VA Uranium Holdings, Inc. ("Holdco") and Virginia Uranium Ltd. ("VUL") pursuant to the Arrangement as hereinafter defined) ("Virginia Energy") are pleased to announce that the previously announced plan of arrangement (the "Arrangement") has been completed effective today (the "Effective Date"). Under the Arrangement, the ownership structure of the Coles Hill uranium project has been simplified and consolidated under one entity, being Virginia Energy. The companies' portfolio of exploration and development properties have now been divided between Anthem and Virginia Energy whereby Anthem focuses on exploration and Virginia Energy focuses on development.
Under the Arrangement, current shareholders of the Company as at the Effective Date are entitled to receive, for each common share of the Company (an "Existing VAE Share") held: (a) 1/3 of a post-Arrangement common share of Anthem Resources (an "Anthem Common Share"); and (b) 0.1 of a common share of Virginia Energy (a "Virginia Energy Common Share"); and shareholders of Holdco (other than the Company and VUL) as at the Effective Date will be entitled to receive 0.1817 of a Virginia Energy Common Share for each non-voting common share of Holdco (an "Existing Holdco Share") held.
Anthem anticipates that its common shares will commence trading on the TSX Venture Exchange (the "TSXV") as Anthem Common Shares on or about Friday, September 28, 2012 under the stock symbol "AYN".
Virginia Energy has received conditional listing approval from the TSXV for the listing of the Virginia Energy Common Shares, which are anticipated to commence trading on the TSXV on or about Friday, September 28, 2012 under the stock symbol "VUI".
Letters of transmittal will be mailed to all eligible registered shareholders of each of Anthem and Virginia Energy. To receive certificates representing Anthem Common Shares and Virginia Energy Common Shares, registered shareholders of Anthem must surrender their certificates for Existing VAE Shares, together with a duly completed letter of transmittal, to Computershare Investor Services Inc. (the "Exchange Agent") at the address shown on the letter of transmittal. To receive certificates representing Virginia Energy Common Shares, former registered shareholders of Holdco must surrender their certificates for Existing Holdco Shares, together with a duly completed letter of transmittal to the Exchange Agent at the address shown on the letter of transmittal.
Upon surrender to the Exchange Agent for cancellation of a certificate representing Existing VAE Shares of Existing Holdco Shares, together with a properly executed letter of transmittal, the holder of such surrendered certificate will be entitled to receive, and the Exchange Agent will deliver to such holder, certificates representing that number (rounded to the nearest whole number) of Anthem Common Shares and Virginia Energy Common Shares that such holder has the right to receive pursuant to the plan of arrangement and the surrendered certificate will be cancelled.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Sr.
President & CEO
On Behalf of the Board of Directors of
ANTHEM RESOURCES CORP.
Walter Coles Jr.
President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550211&_Type=News-Releases&_Title=Virginia-Energy-and-Anthem-Resources-Complete-Plan-of-Arrangement
August 07, 2012Virginia Energy Provides Corporate UpdateNR: 12-09:Virginia Energy Resources will change its name to Anthem Resources Incorporated ("Anthem Resources"). The new company that results from the merger of VUL and Holdco will own 100% of the Coles Hill project and shall take over the name Virginia Energy Resources Inc. ("Virginia Energy" or "VAE")
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) is pleased to provide an update on its Plan of Arrangement, the Annual General and Special Meeting ("AGM"), and other corporate matters.
PLAN OF ARRANGEMENT
The Joint Information Circular, which details the planned spin out of Virginia Uranium Ltd. ("VUL"), and its subsequent merger with VA Uranium Holdings ("Holdco"), was mailed to all shareholders on July 24, 2012. Shareholders are encouraged to vote their proxies to ensure the success of the proposed transaction.
Following the spin out, Virginia Energy Resources will change its name to Anthem Resources Incorporated ("Anthem Resources"). The new company that results from the merger of VUL and Holdco will own 100% of the Coles Hill project and shall take over the name Virginia Energy Resources Inc. ("Virginia Energy" or "VAE")
After the transaction is completed, the current VAE shareholders will own 100% of Anthem and 29.4% of the new Virginia Energy.
This corporate reorganization will be undertaken through a Plan of Arrangement. The purpose of the reorganization is to enhance value for all shareholders by simplifying the ownership structure of the Coles Hill project into a single publicly traded company and to facilitate the ability of the market to more fully recognize the underlying values and different risk profiles of the early stage exploration targets and the more advanced development stage project located in the state of Virginia.
The date of the Annual General and Special meeting of the Company has been set for Monday August 20, 2012, at 11:00 a.m. at 10th floor, 595 Howe Street, Vancouver, B.C. during which the shareholders will be asked to approve, among other things, the Plan of Arrangement.
In support of the Arrangement, the Company filed a National Instrument 43-101 ("NI 43-101") technical report entitled "Preliminary Economic Assessment Update -- Virginia Energy Resources Inc. -- Coles Hill Uranium Property, Pittsylvania County, Virginia, United States of America" dated June 2012, and prepared by Lyntek Incorporated of Lakewood, Colorado and BRS Engineering of Riverton, Wyoming, and a NI 43-101 technical report entitled "Mineral Potential Assessment and Exploration Proposal on the Fir Island Property, Black Lake, Saskatchewan" dated June 2012 and prepared by N. Ralph Newson, MSc., P.Eng., P.Geo. of Brockville, Ontario.
The Technical Reports are available under the Company's profile on SEDAR at www.sedar.com and on the Company's website at www.virginiaenergyresources.com.
About Virginia Energy Resources Inc.
Virginia Energy Resources Inc. is a uranium development and exploration company that holds a 29% stake in the advanced stage Coles Hill uranium project in Virginia. The Company also holds exploration properties in the Athabasca Basin of Saskatchewan and in the Otish Basin of Quebec. Virginia Energy Resources Inc. trades on the TSX Venture Exchange under the symbol VAE and on the OTCQX under the symbol VAERF.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr.
President & CEO
June 11, 2012Virginia Energy Signs Letter Agreement for Spin Out and Merger TransactionNR: 12-07
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) is pleased to announce that it has signed a letter agreement dated June 6, 2012 (the "Letter Agreement") with VA Uranium Holdings, Inc. ("VAUH") and Virginia Uranium Ltd. ("VUL") with respect to the proposed spin out of certain assets of VAE to its wholly-owned subsidiary, VUL and a consolidation of the ownership of VAUH into VUL.
VAE currently holds a 29.41% interest in VAUH, a private company that owns the advanced stage Coles Hill uranium project in Virginia.
The transaction will divide VAE's portfolio of exploration and development properties between two separate companies whereby one company will focus on exploration while the other focuses on development. In addition, the consolidation of the ownership of VAUH through VUL will simplify the ownership structure of the Coles Hill uranium project in a single publicly traded entity.
Walter Coles Jr., the President & CEO of VAE, commented, "The objective of the transaction is to enhance value for all shareholders of VAE and VAUH. The Board of Directors for both companies are confident that, by reducing the complications of the current share and holding structure, this transaction will facilitate the ability of the market to more fully recognize the underlying values and differentiate risk profiles of the early stage exploration targets and the more advanced development stage Coles Hill project. The objective is for the VAE shareholders to own 100% of the exploration assets plus 29.4% of the Coles Hill project but in a more understandable structure through two separate publicly traded entities. We believe the value of the Coles Hill project will be further appreciated as a single public entity to be created in VUL which will own 100% of that project."
Proposed Transaction
Pursuant to the Letter Agreement signed last week, the parties propose to undertake a transaction (the "Transaction") whereby:
- VAE will transfer to VUL all of the shares of VAUH currently held by VAE as well as the Otish project in Quebec along with an amount of cash;
- VAE's shareholders will receive shares of VUL on a pro-rata basis to their current shareholdings in VAE; and
- VAUH's shareholders will receive shares of VUL in exchange for their current shareholdings in VAUH.
- VAUH shareholders owning, in the aggregate, approximately 70.6% of the outstanding shares of VUL; and
- VAE shareholders owning, in the aggregate, approximately 29.4% of the outstanding shares of VUL.
Related Party Matters As mentioned above, VAE currently holds a 29.41% interest in VAUH. In addition, four of VAE's eight directors are also members of the board and/or management of VAUH as follows: Peter Grosskopf and Norm Reynolds are directors of VAUH; Walter Coles Sr. is CEO, Chairman and a director of VAUH; and Walter Coles Jr. is the Executive VP, Corporate Development of VAUH. The proposed transaction is therefore a related party transaction under Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions ("MI 61-101").
The board of directors of VAE has established a special committee comprised of Bob Matthews, Ron Hochstein and Ron Netolitzky all of whom are independent (as defined in relevant securities legislation) to oversee the spin out and merger transaction.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr.
President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550207&_Type=News-Releases&_Title=Virginia-Energy-Signs-Letter-Agreement-for-Spin-Out-and-Merger-Transaction
.April 16, 2012Virginia Energy Named in Lawsuit by Sparton ResourcesNR: 12-04
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) ("the Company") and Boss Power Corp. and its subsidiary Blizzard Uranium Corp., have been named as defendants in a lawsuit by Sparton Resources Inc. ("Sparton")
over alleged obligations with respect to the Blizzard Uranium Property acquisition by Virginia with Sparton. The Province of British Columbia is also named as a defendant. T
he Company believes that the claim against it is without merit and will vigorously defend it.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr., President & CEOhttp://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550204&_Type=News-Releases&_Title=Virginia-Energy-Named-in-Lawsuit-by-Sparton-Resources
November 17, 2011Virginia Energy Begins Trading on OTCQXNR: 11-10
Virginia Energy Resources Inc. (TSX.V:VAE; OTCQX:VAERF) is pleased to announce that it has commenced trading today on the OTC market's premier tier, OTCQX International. Investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcqx.com.
"OTCQX provides the highest level of visibility and access to U.S. investors possible in the OTC marketplace," stated R. Cromwell Coulson, President and Chief Executive Officer of OTC Markets Group. "We are pleased to welcome Virginia Energy to OTCQX." Berenbaum Weinshienk PC will serve as Virginia Energy's Principal American Liaison ("PAL") on OTCQX, responsible for providing guidance on OTCQX requirements.
About Virginia Energy Resources Inc.
Virginia Energy Resources Inc. is a uranium development and exploration company. The Company holds a 29.4% stake in the advanced stage Coles Hill uranium project in Virginia. Additionally, the Company is pursuing active exploration programs in the Athabasca Basin on its Murphy Lake and Hatchet Lake uranium properties, which are held in a 50-50 Joint Venture with Denison Mines Ltd., and its 100% owned uranium properties in the Otish Basin of Quebec. The Company is also a 37% shareholder of Boss Power Corporation. Virginia Energy Resources Inc. trades on the TSX Venture Exchange under the symbol VAE.
About OTC Markets Group Inc.
OTC Markets Group Inc. (OTCQX: OTCM) operates the world's largest electronic marketplace for broker-dealers to trade unlisted stocks. Our OTC Link(tm) platform supports an open network of competing broker-dealers that provide investors with the best prices in over 10,000 OTC securities. We categorize the wide spectrum of OTC companies into three tiers - OTCQX (the quality-controlled marketplace for investor friendly companies), OTCQB(r) (the U.S. reporting company marketplace for development stage companies), and OTC Pink(tm) (the speculative trading marketplace) - so investors can identify the level and quality of information companies provide. To learn more about how OTC Markets Group makes the unlisted markets more transparent, informed, and efficient, visit www.otcmarkets.com.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr., President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550193&_Type=News-Releases&_Title=Virginia-Energy-Begins-Trading-on-OTCQX
October 20, 2011Virginia Energy Benefits from Investment in Boss PowerNR: 11-09
Virginia Energy Resources Inc. (TSX.V:VAE) is pleased to report a positive outcome in the lawsuit by Boss Power Corp. (TSX.V: BPU) against the Province of British Columbia for the deemed expropriation of the Blizzard uranium property. The Province has agreed to pay Boss Power Corp. $30 million plus taxable costs and disbursements in return for the surrender or transfer of the Blizzard Mineral Claims to the Province. As a result, the trial of the lawsuit in British Columbia Supreme Court will not proceed.
Virginia Energy Resources ("Virginia Energy") owns 27,250,000 shares of Boss Power Corp., which represents 37% of the shares outstanding in that company. If the 37% interest in Boss Power Corp. were valued according to Virginia Energy's interest in the cash settlement of $30 million, it would add approximately $12 million to Virginia Energy's liquid asset holdings.
Virginia Energy currently has cash of $2.3 million and liquid assets with a market value of $2.6 million, excluding the company's interest in Boss Power Corp. Since Virginia Energy's current market capitalization is approximately $19 million it seems that almost no value is ascribed to either Virginia Energy's exploration assets in Saskatchewan and Quebec or its 29.4% interest in the Coles Hill uranium property. Alternatively the market is not ascribing any value to the company's cash and liquid assets.
Virginia Energy's largest investment is the 29.4% stake in a private company, VA Uranium Holdings, Inc., which controls the Coles Hill uranium property. This private company is financially secure with net cash of $6.0 million and it also owns a land package purchased for $8.6 million.
Coles Hill is considered to be one of the largest undeveloped uranium deposits in the United States. It has a measured and indicated resource of 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8), including a higher grade zone of 77.4 million pounds of U3O8 (37.7 Mt at 0.103 percent U3O8 at a cut-off grade of 0.050 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr., President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550192&_Type=News-Releases&_Title=Virginia-Energy-Benefits-from-Investment-in-Boss-Power
September 26, 2011Virginia Provides Update on Metallurgical Studies for Coles HillNR: 11-08
Virginia Energy Resources Inc. (TSX.V:VAE) is pleased to provide an update on metallurgical tests for the Coles Hill project located in southern Virginia, USA. The goal of this test work was to develop a processing strategy that maximizes uranium recovery with reasonable capital and operating costs while minimizing the volume of tailings material. This work was undertaken in accordance with the recommendations of the NI43-101 Preliminary Economic Assessment (PEA), which was announced on October 18, 2010 and posted on SEDAR December 2, 2010.
Alkaline leach tests by Resource Development Inc. ("RDI") produced uranium extractions of approximately 90% in 48 hours at 90°C. It is notable that nearly all of the leaching occurred during the first 12 hours, which is unusually rapid for alkaline leaching. The uranium extraction with alkaline leaching was significantly better than the 83% extraction demonstrated by previous metallurgical work completed by Colorado School of Mines Research Institute and Hazen Research in 1982. We have requested that RDI undertake another round of alkaline leach tests to provide a greater degree of confidence in these initial results, as well as to optimize leach conditions.
The encouraging outcome with the alkaline leach indicates the need for a larger scale test program, which will be on-going. Future investigations will also include an evaluation of radiometric ore sorting, which has the potential to significantly reduce the volume of tailings generated by the operation.
The technical information in this news release was reviewed by Dr. Terry McNulty who is a Consulting Metallurgist on the Coles Hill project and a Qualified Person as defined by National Instrument 43-101.
Dr. McNulty received a Doctor of Science degree from Colorado School of Mines and is a metallurgical engineer with five decades of involvement in the global mining industry. He was previously in operations and technical management for The Anaconda Company, as well as VP-Technical Operations for Kerr-McGee Chemical Corp., and served as President and CEO of Hazen Research, before founding his own consulting firm. Dr. McNulty has advised on 26 uranium projects during the last 5 years.
Walter Coles Jr., President and CEO of Virginia Energy Resources, commented that, "We are very pleased to see the 6-7% improvement in extractions via the alkaline leach option. If we are able to confirm these results with larger samples it could have a significant impact on the Net Present Value (NPV) of the Coles Hill project." Every 1% improvement in recovery over the 83% rate used in the NI43-101 Preliminary Economic Assessment (announced on October 18, 2010) could increase the project NPV by approximately $15 million. Thus, a 7% improvement would add roughly $100 million to the value of the Coles Hill project.
The Preliminary Economic Assessment indicated a project NPV of $404 million, based on a 7% discount rate, a $65 per pound uranium selling price and an 83% recovery rate. If further alkaline leach tests confirm a 90% recovery rate, then the project NPV would increase to just over $500 million.
Virginia Energy Resources (TSX.V: VAE) is the largest single outside shareholder with an almost 30% interest in Virginia Uranium Holdings, Inc. Virginia Uranium Holdings, Inc. owns 100% of Virginia Uranium, Inc., a company incorporated in the state of Virginia, which operates the Coles Hill project. Besides Virginia Energy Resources' indirect stake in the Coles Hill project, the company holds over 200,000 hectares of highly prospective claims in the Athabasca Basin of Saskatchewan and in the Otish Mountains of Quebec. Further, the company is actively marketing for sale its Hawk Ridge copper-nickel project in Quebec.
Virginia Energy Resources remains well capitalized to pursue its corporate goals. The company's cash position is $2.3 million, versus an administrative burn rate of less than $500,000 per year. In addition, Virginia Energy Resources' holdings of marketable securities were valued at approximately $7.1 million as of September 23, 2011.
The company's market capitalization is just under C$17 million (based on the C$0.17 closing stock price on September 23, 2011 multiplied by the company's 97,514,238 shares outstanding), down from approximately $75 million in January 2011. We believe the negative impact of the Fukishima incident on the uranium industry will fade with time. China, South Korea, Russia and India have all reaffirmed their plans to build more nuclear power plants. Nuclear power remains the only option for base load power generation that does not generate CO2 gas.
The National Academy of Science (NAS) is continuing its study on the safety of a modern uranium mining industry in the state of Virginia. The study remains on track to be completed by December 2011. Pending a positive outcome from the NAS study, the state legislature would then be in a position to consider lifting the moratorium on uranium mining in Virginia, which would have positive implications for the Coles Hill project.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr., President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550191&_Type=News-Releases&_Title=Virginia-Provides-Update-on-Metallurgical-Studies-for-Coles-Hill
February 15, 2011Virginia Energy Grants Incentive Stock OptionsNR: 11-02
Virginia Energy Resources Inc. (TSX.V: VAE) announces that subject to TSX Venture Exchange approval, it has granted 250,000 stock options to an officer and consultants of the Company. The options are set for a period of 5 years, expiring on February 15, 2016, and will allow the holder to purchase a common share in the Company at a price of $0.65. Any shares issued on the exercise of these stock options will be subject to a four-month hold period from date of grant.
About Virginia Energy Resources Inc.
Virginia Energy Resources Inc. is a uranium development and exploration company. The Company holds a 30% stake in the advanced stage Coles Hill uranium project in Virginia. Additionally, the Company is pursuing active exploration programs in the Athabasca Basin on its Murphy River and Hatchet River uranium properties, which are held in a 50-50 Joint Venture with Denison Mines Ltd., and its 100% owned uranium properties in the Otish Basin of Quebec. The Company is also a 37% shareholder of Boss Power Corporation. Virginia Energy Resources Inc. trades on the TSX Venture Exchange under the symbol VAE.
On Behalf of the Board of Directors of
VIRGINIA ENERGY RESOURCES INC.
Walter Coles Jr.
President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550184&_Type=News-Releases&_Title=Virginia-Energy-Grants-Incentive-Stock-Options
February 03, 2010Virginia Energy to Increase Equity in Coles Hill Uranium DepositNews Release: 10-03
Virginia Energy Resources Inc. (TSX.V: VAE) ("Virginia" or "the Company") is pleased to announce that pursuant to an exclusivity agreement with privately held VA Uranium Holdings, Inc., ("VA Uranium") the Company has elected to increase its equity ownership of VA Uranium from 22.2% to 28.5% by the purchase of 12.8 million shares at an average price of $0.33/share by a series of 7 tranches over a period of a year, commencing January 28, 2010.
VA Uranium has 100% equity interest in the Coles Hill uranium deposit in southern Virginia. Coles Hill is considered to be one of the largest undeveloped uranium deposits in the United States. It has a measured and indicated resource of 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8), ), including a higher grade zone of 77.4 million pounds of U3O8 (37.7 Mt at 0.103 percent U3O8 at a cut-off grade of 0.050 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website.
November 09, 2010Sprott Resource Corp. agrees to join Virginia Energy as Strategic Partners in Coles Hill Uranium Projectcompany holds a 28.5% stake in the advanced stage Coles Hill uranium project in Virginia
acquire a 19.9% stake in VA Uranium Holdings Inc. ("VAUH") to become a new strategic partner in the Coles Hill Uranium Project
NR: 10-22
Virginia Energy Resources Inc. (TSX.V:VAE) ("Virginia Energy") is pleased to announce that Sprott Resource Corp. (TSX:SCP) ("SRC") has agreed, subject to the execution of definitive agreements, board and regulatory approval, to acquire a 19.9% stake in VA Uranium Holdings Inc. ("VAUH") to become a new strategic partner in the Coles Hill Uranium Project. Virginia Energy waived its right of first refusal on financings, thus allowing SRC to invest directly into VAUH. However, Virginia Energy has 90 days to exercise a preemptive right to invest into VAUH on the same terms as SRC so as to maintain its current 28.5% ownership position in the Coles Hill uranium project through VAUH.
SRC is investing approximately C$6 million of new funding into the project. In addition, certain shareholders in VA Uranium Holdings Inc. have committed to exchanging shares of VAUH for shares in SRC such that SRC will attain a 19.9% participation level in VAUH.
VA Uranium Holdings Inc. is the owner/operator of the Coles Hill uranium project. Based on a US$75 per pound long term selling price for uranium, the project provides an Internal Rate of Return (IRR) of 47.7%; and at a 7% discount rate the Net Present Value (NPV) of the project is US$594 million.
Kevin Bambrough, CEO of Sprott Resource Corp. commented, "This is an exciting project -- one of only a handful of very large undeveloped uranium projects with compelling economics. The world needs more uranium production and a resource of this size is simply too important from a geopolitical perspective to remain idle. We look forward to providing the financial and strategic support necessary to see this project through to success."
Virginia Energy's CEO and President, Walter Coles Jr. commented, "We are delighted to have Sprott Resource Corp. as a partner in the project. The Sprott organization is recognized globally as one of the most astute investors in the natural resource space. Their investment is a tremendous vote of confidence in the project management team, as well as the positive fundamental outlook for the industry."
Mr. Coles Jr. added, "Annual uranium production in the United States is less than 4 million pounds per year, compared to annual domestic uranium consumption of approximately 55 million pounds per year. The United States remains critically dependent on foreign uranium supplies to fuel its fleet of nuclear power plants. As China rapidly builds out its nuclear power infrastructure, the global competition for uranium resources will intensify. The Coles Hill uranium project offers the potential for significant local job creation and energy security for America. Modern techniques for uranium mining emphasize safety and environmental sustainability - the same will hold true for the Coles Hill project."
Virginia Energy fully anticipates that it will exercise its pre-emptive right during the next 90 days to invest approximately C$2 million into VAUH under the same terms as SRC, so as to maintain its 28.5% pro rata ownership stake in the project.
The Commonwealth of Virginia currently has as a moratorium on uranium mining until such time that mining regulations for uranium are enacted into law. The moratorium dates back to 1982 when the deposit was discovered and the state began a process toward the enactment of regulations. However a decline in uranium prices in the mid 1980's left that process unfinished. The state legislature has since reengaged on the issue and awaits a National Academy of Sciences (NAS) study on the risks and mitigations for uranium mining in Virginia. The results of the NAS study are due by December 1, 2011, after which the state legislature would be in a position to consider lifting the moratorium.
Sprott Resource Corp. is a Canadian based company, the primary purpose of which is to invest and operate in natural resources, including oil and gas, uranium, agriculture and agricultural nutrients as well as a large position in physical gold bullion. SRC seeks to provide its shareholders with capital appreciation and real wealth preservation. SRC draws upon the considerable experience and expertise of both its Board of Directors and Sprott Consulting Limited Partnership (SCLP), of which Sprott Inc. is the sole limited partner. Sprott Resource Corp. stock trades on the Toronto Stock Exchange under the symbol SCP.
Virginia Energy Resources Inc. is a uranium development and exploration company. The company holds a 28.5% stake in the advanced stage Coles Hill uranium project in Virginia. Additionally, the company is pursuing active exploration programs in the Athabasca Basin on its Murphy River and Hatchet River uranium properties, which are held in a 50-50 Joint Venture with Denison Mines Ltd., and its 100% owned uranium properties in the Otish Basin of Quebec. The company is also a 32.7% shareholder of Boss Power Corporation. Virginia Energy Resources Inc. trades on the Toronto Venture Stock Exchange under the symbol VAE.
October 15, 2010Virginia Energy Announces Management RestructuringNR: 10-19 Virginia Energy Resources Inc. currently holds a 28% indirect equity ownership of the Coles Hill uranium deposit in southern Virginia, USA
Virginia Energy Resources Inc. (TSX.V: VAE) is pleased to announce that Mr. Walter Coles Jr. will immediately succeed Mr. Norm Reynolds as President and CEO of Virginia Energy Resources. Mr. Coles has previously served as Executive Vice President of the company. The Board believes that Mr. Coles' financial background and his family ties in Virginia uniquely position him to lead the company as it supports the advancement of the Coles Hill uranium project in Chatham, Virginia. Mr. Coles will also oversee the Company's Canadian exploration projects in Saskatchewan, Quebec and Labrador.
The Board wishes to thank Mr. Reynolds for his service as President and CEO. Mr. Reynolds is a major shareholder in the company and will continue to offer his valuable insights and expertise as a Director on the Company's Board.
Virginia Energy Resources Inc. currently holds a 28% indirect equity ownership of the Coles Hill uranium deposit in southern Virginia, USA, which is believed to be one of the largest untapped uranium resources in North America. Virginia Energy Resources' ownership in Coles Hill is held through shares in VA Uranium Holdings, Inc., a private company, which in turn owns 100% of Virginia Uranium, Inc. (VUI). VUI controls the mineral rights, surface rights, and leasehold development and operating rights for the Coles Hill uranium property.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
"Ron Netolitzky"
Ron Netolitzky, Director
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550171&_Type=News-Releases&_Title=Virginia-Energy-Announces-Management-Restructuring
May 19, 2010Virginia Energy Enters Definitive Agreement for Share ConversionNR: 10-16Company will hold a 31.2% interest in the Coles Hill
Virginia Energy Resources Inc. (the "Company") (TSX.V: VAE) is pleased to announce that it has entered into a definitive agreement for the share conversion originally announced on April 1, 2010. Pursuant to the terms of the definitive agreement, the Company will, subject to regulatory approval, acquire 4 million shares of VA Uranium Holdings, Inc. ("Virginia Uranium") from a company controlled by Norman Reynolds, a director and officer of the Company, in exchange for the issuance of 4,400,000 shares of the Company. This transaction will increase the Company's direct and indirect holding in Virginia Uranium from 26.2% to 29%.
Upon completion of the funding agreement for 2010 and the aforementioned private transaction, the Company will hold a 31.2% interest in the Coles Hill deposit which is estimated to contain 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website. A recently commissioned Scoping Study, referred to in the Company's March 8, 2010 news release, will update the economic and technical parameters for the proposed development of this project.
The technical information in this news release has been reviewed by Michael S. Cathro, P.Geo., the Company's Vice-President of Exploration and a Qualified Person as defined in National Instrument 43-101.
About Virginia Energy
Virginia Energy is a mining exploration company focused primarily on the energy sector. Emphasis is being placed on uranium projects in the Athabasca Basin of Saskatchewan, the Otish Basin of Quebec and an equity interest in the large Coles Hill uranium deposit in south-central Virginia.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
"Ronald Netolitzky"
Ronald Netolitzky, Director
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550168&_Type=News-Releases&_Title=Virginia-Energy-Enters-Definitive-Agreement-for-Share-Conversion
March 08, 2010Virginia Reports Study Underway for Coles Hill Uranium ProjectNews Release: 10-08
Virginia Energy Resources Inc. (TSX.V: VAE) is pleased to announce that a Scoping Study has commenced on the Coles Hill uranium project, Virginia, USA. Lyntek Inc. of Lakewood, Colorado, an independent, full-service engineering firm, has been commissioned to lead the study, which is expected to be completed in the first half of 2010. The study will provide a modern analysis of the project economics. Virginia Uranium Inc. is the operator on the Coles Hill project. Virginia Energy Resources Inc. will own a 28% indirect equity interest in the Coles Hill uranium deposit in southern Virginia after funding the 2010 operating budget for the project.
Walter Coles, Sr., Chairman of Virginia Energy Resources Inc. stated, "This is an exciting and important step to quantify the benefits of developing the Coles Hill uranium project for America's energy independence and for the economic prosperity of Southside Virginia."
"Scoping and feasibility level studies were performed on this project by Marline and Union Carbide over 20 years ago and the time has come to update that information based on today's mining and milling technologies and economics," said Patrick Wales, Project Manager for Virginia Uranium Inc.
Coles Hill is considered to be one of the largest undeveloped uranium deposits in the United States. It has a measured and indicated resource of 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8), including a higher grade zone of 77.4 million pounds of U3O8 (37.7 Mt at 0.103 percent U3O8 at a cut-off grade of 0.050 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website.
The technical information in this news release has been reviewed by Michael S. Cathro, P.Geo., Virginia's Vice-President of Exploration and a Qualified Person as defined in National Instrument 43-101.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
"Norman Reynolds"
Norman Reynolds, President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550160&_Type=News-Releases&_Title=Virginia-Reports-Study-Underway-for-Coles-Hill-Uranium-Project
February 03, 2010Virginia Energy to Increase Equity in Coles Hill Uranium DepositNews Release: 10-03
Virginia Energy Resources Inc. (TSX.V: VAE) ("Virginia" or "the Company") is pleased to announce that pursuant to an exclusivity agreement with privately held VA Uranium Holdings, Inc., ("VA Uranium") the Company has elected to increase its equity ownership of VA Uranium from 22.2% to 28.5% by the purchase of 12.8 million shares at an average price of $0.33/share by a series of 7 tranches over a period of a year, commencing January 28, 2010.
VA Uranium has 100% equity interest in the Coles Hill uranium deposit in southern Virginia. Coles Hill is considered to be one of the largest undeveloped uranium deposits in the United States. It has a measured and indicated resource of 119 million pounds of U3O8 (98.7 Mt at 0.060 percent U3O8 at a cut-off grade of 0.025 percent U3O8), ), including a higher grade zone of 77.4 million pounds of U3O8 (37.7 Mt at 0.103 percent U3O8 at a cut-off grade of 0.050 percent U3O8) based on an April 29, 2009 National Instrument 43-101 Technical Report prepared for the Company by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultants Inc. (Dr. Peter Christopher, P.Eng.). This report is available on SEDAR and on Virginia Energy Resources' website.
The Commonwealth of Virginia is currently evaluating the scientific, technical, environmental, human health and safety, and regulatory aspects of uranium mining, milling, and processing. The Virginia Coal & Energy Commission through the Virginia Center for Coal and Energy Research at Virginia Tech will engage the National Research Council, an arm of the National Academy of Science to undertake this evaluation. This independent scientific study is expected to take approximately 18 months.
The Company was particularly pleased by President Obama's January 27, 2010 State of the Union address wherein he stated that "to create more of these clean energy jobs, we need more production, more efficiency, more incentives. And that means building a new generation of safe, clean nuclear power plants in this country."
On January 28th, it was reported in Business Week that the President "will propose tripling loan guarantees for new reactors to more than $54 billion..." The U.S. Nuclear Regulatory Commission has received applications to build 26 new reactors, and several more are pending. Six plants have already been ordered. As these plants come on line, a nuclear revival seems imminent.
Earlier this month, Virginia Governor Bob McDonnell in an address to a joint session of the Virginia General Assembly, affirmatively announced that "I am committed to utilizing all our vast, God-given natural resources to make Virginia the 'Energy Capital of the East Coast.'" Moreover, he also committed to create "an energy corridor in Southern and Southwest Virginia."
The technical information in this news release has been reviewed by Michael S. Cathro, P.Geo., Virginia's Vice President of Exploration and a Qualified Person as defined in National Instrument 43-101.
On Behalf of the Board of Directors
VIRGINIA ENERGY RESOURCES INC.
"Norman Reynolds"
Norman Reynolds, President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550154&_Type=News-Releases&_Title=Virginia-Energy-to-Increase-Equity-in-Coles-Hill-Uranium-Deposit
September 03, 2009Virginia Energy to Present at Rodman & Renshaw Annual Global Investment ConferenceNR: 09-17 :Norm Reynolds, President & CEO
Virginia Energy Resources Inc. (TSX.V: VAE) is pleased to announce that Mr. Norm Reynolds, President & CEO of the Company, will be presenting at the up-coming Rodman & Renshaw Annual Global Investment Conference, 10:25 AM on September 9th at the New York Palace Hotel, New York. The featured keynote speaker will be Dr. Alan Greenspan, former Chairman of the Federal Reserve. Included in this conference will be a section on metals, mining and energy.
Virginia Energy Resources owns an interest in the Coles Hill uranium deposit located in southern Virginia. Coles Hill, considered to be one of the largest undeveloped uranium deposits in the United States, had been advanced through to the feasibility stage in 1982 and has now been investigated by 220 drill holes. It has an estimated measured and indicated resource of 119 million pounds of U3O8 (at a cut-off grade of 0.025 per cent U3O8) based on a National Instrument 43-101 technical report on the Coles Hill property prepared for Virginia Energy Resources (formerly Santoy Resources) by Behre Dolbear and Company Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultant Inc. (Dr. Peter Christopher, P.Eng.) dated Feb. 2, 2009, and revised April 29, 2009. This report is available on SEDAR and on Virginia Energy Resources' website.
On Behalf of the Board of Directors
Virginia Energy Resources Inc.
"Norm Reynolds"
Norm Reynolds, President & CEO
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550146&_Type=News-Releases&_Title=Virginia-Energy-to-Present-at-Rodman-Renshaw-Annual-Global-Investment-Confe...
July 23, 2009Santoy Becomes Virginia Energy Resources Inc., Revises Board & ManagementNews Release: 09-15
Santoy Resources Ltd. (TSX.V: SAN) is pleased to announce that Pursuant to a Plan of Arrangement, (originally announced in a Company news release dated December 22, 2008, and approved by both company's shareholder votes announced May 22, 2009) Santoy Resources Limited ("the Company") has now completed its business combination with privately held Virginia Uranium Ltd. Post-closing, the Company has changed its name to Virginia Energy Resources Inc. ("Virginia Energy"), has consolidated its issued share capital to approximately 54,377,279 common shares outstanding, and will have its trading symbol changed from SAN to VAE on the TSX Venture Exchange.
Virginia Energy currently holds a 20.8 per cent equity interest (in the process of increasing to 22.2 percent) in the Coles Hill uranium deposit, located in southern Virginia. Coles Hill, considered to be one of the largest undeveloped uranium deposits in the United States, had been advanced through to the feasibility stage in 1982. It has an estimated measured and indicated resource of 119 million pounds of U3O8 (at a cut-off grade of 0.025 per cent U3O8) based on a National Instrument 43-101 technical report on the Coles Hill property prepared for Santoy Resources by Behre Dolbear and Co. Ltd., Marshall Miller and Associates Inc., and PAC Geological Consultant Inc. (Dr. Peter Christopher, PEng) dated Feb. 2, 2009, and revised on April 29, 2009.
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550144&_Type=News-Releases&_Title=Santoy-Becomes-Virginia-Energy-Resources-Inc.-Revises-Board-Management
July 21, 2009Santoy Resources and Virginia Uranium Complete Business CombinationNews Release: 09-14: will have changed its name to Virginia Energy Resources Inc. and will hold a 20.8% interest in VA Uranium Holdings, Inc
Santoy Resources Ltd. (TSX.V: SAN) (the "Company" or "Santoy") is pleased to announce that the Plan of Arrangement (the "Arrangement") pursuant to which Santoy will complete a business combination with Virginia Uranium Ltd. ("Virginia") is expected to close today, July 21, 2009 (the "Effective Date"). Post closing, the Company will have approximately 54,377,279 common shares outstanding, will have changed its name to Virginia Energy Resources Inc. and will hold a 20.8% interest in VA Uranium Holdings, Inc. The outstanding common shares include the closing of the first tranche of the subscription receipts from the private placement financing dated July 17, 2009. The new company will trade on the TSX-V under the symbol VAE.
Procedural Information Respecting the Plan of Arrangement
The following information is a summary of certain features of the Plan of Arrangement. Immediately following the closing of the Arrangement, the Company will consolidate its shares on a one new for each five old basis. All share figures and exercise and other share prices given below are on a pre-consolidated basis.
Distribution of Santoy Incentive Warrants to Santoy Shareholders
Holders of Santoy common shares (excluding certain Small Lot Holders described below) will be entitled pursuant to the Arrangement to receive one (1) Santoy Incentive Warrant for every four (4) Santoy common shares held. Each one (1) Santoy Incentive Warrant will be exercisable to acquire one (1) Santoy common share at a price of CDN$0.12 for a period of 12 months following the closing of Arrangement. The Santoy Incentive Warrants are expected to be listed for trading on the TSX Venture Exchange.
For settlement reasons in connection with any trades of Santoy common shares during this period, the Company understands that the last day to purchase Santoy common shares that will be entitled to participate in the distribution of Santoy Incentive Warrants is July 23, 2009. Santoy common shares purchased on or after July 24, 2009 will not participate in the distribution of Santoy Incentive Warrants. The most recent private placement is not included and will not participate in the distribution of the Incentive warrants. These dates are subject to change and in such event, the Company will issue a news release announcing any such change.
Computershare Investor Services Inc. (the "Depositary") will forward to each Santoy shareholder who is entitled to receive Santoy Incentive Warrants, certificates representing their allotted number of such Warrants in accordance with the Arrangement.
Santoy Small Lot Holders (a "Small Lot" being less than 500 Santoy shares)
Registered Small Lot Holders will have their Santoy common shares cancelled as of the Effective Date and will not be entitled to receive any Santoy Incentive Warrants unless they have elected, by duly completing and returning to the Depositary an Election Form prior to the Effective Date, to retain their Santoy common shares and to receive a certificate representing Santoy Incentive Warrants.
If the election was not made, the registered Small Lot Holder will be entitled to receive only $0.10 per Santoy common share owned. To receive this cash payment in exchange for a Small Lot, the registered Small Lot Holder must complete the Election Form and deliver the Election Form together with the certificate(s) representing the Small Lot within six years of the Effective Date to the Depositary at the address provided in the Election Form. Santoy will deposit funds with the Depositary sufficient to pay the cash payments to registered Small Lot Holders, which funds will be held in a trust account to be used to pay the cash payments. Upon expiry of six (6) years from the Effective Date, all unused funds will be returned to Santoy. Due to the administrative costs of effecting exchanges, if a cash payment payable to a Small Lot Holder would be less than $10, such payment will not be made.
Registered Small Lot Shareholders should refer to the Election Form and the plan of arrangement attached to the joint information circular mailed to shareholders in connection with the Santoy meeting and available on SEDAR under Santoy's profile for additional information.
Exchange of Common Shares for shares in Virginia Energy Resources Inc.
Pursuant to the Arrangement, each of the issued Virginia Uranium Ltd. common shares will be exchanged for 1.2 shares in Virginia Energy Resources Inc. and each of the Santoy common shares will be exchanged at the ratio of five for one common share of Virginia Energy Resources Inc. As a result of this exchange, the new company will have post closing, approximately 54,377,279 common shares outstanding
In order to receive the Virginia Energy Resources Inc. common shares for their Virginia Uranium Ltd. common shares, a registered Virginia Uranium Ltd. shareholder must complete and sign the Letter of Transmittal and deliver it, together with certificates representing their Virginia Uranium Ltd. common shares (in the case of registered Virginia Uranium Ltd. shareholders) and the other required documents, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. The Letter of Transmittal was mailed to Virginia Uranium Ltd. shareholders in connection with special meeting of Virginia Uranium Ltd. shareholders held on May 21, 2009 and is available from the Depositary upon request. Virginia Uranium Ltd. shareholders who are not registered shareholders because they hold their Virginia Uranium Ltd. common shares through their broker or other intermediary should contact their broker or other intermediary. Any Virginia Uranium Ltd. common share certificate which has not been duly surrendered, with all other documents required by the Depositary, on or before the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in Virginia Uranium Ltd., Santoy or the Depositary and shall be deemed to have been surrendered to Santoy and cancelled.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
Friday, May 22, 2009: Santoy -- Virginia Uranium Plan of Arrangement Approved
Fri May 22, 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.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
http://www.santoy.ca/s/NewsReleases.asp?ReportID=349771&_Type=News-Releases&_Title=Santoy-Virginia-Uranium-Plan-of-Arrangement-Approved
February 27, 2009Santoy Executes Formal Business Combination Agreement for Merger with Virginia Uranium Ltd.
News Release: 09-03
VANCOUVER, February 27, 2009 (TSX.V: SAN) - Santoy Resources Ltd. ("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 ¼ 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.
Upon closing of the transaction, it is expected that Santoy will have approximately 245,189,430 issued shares and, directly or indirectly through the wholly-owned subsidiary merged company, will hold a minimum of 20% of the issued shares of Holdco. Santoy will on closing become a party to a unanimous Holdco shareholders agreement pursuant to which Santoy will have a preferential right to arrange financing for Holdco as well as other rights to maintain or increase its Holdco shareholdings, including certain rights of first refusal, tag-along rights and drag-along rights in respect of a sale by any of the Holdco shareholders of their Holdco shares to a third party. Santoy plans to increase its interest in Holdco to approximately 30% through acquiring additional Holdco shares in connection with financings and additional potential exchanges by certain private shareholders of Holdco of their Holdco shares for shares of Santoy.
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 (1) (2) 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 Resources Ltd. and Virginia Uranium, Inc. by Behre Dolbear and Company, Ltd., Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. dated February 2, 2009. A copy of the findings of this report is available under Santoy's profile on SEDAR at www.sedar.com and Virginia Uranium Inc.'s website at www.virginiauranium.com.
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.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
http://www.santoy.ca/s/NewsReleases.asp?ReportID=349771&_Type=News-Releases&_Title=Santoy-Virginia-Uranium-Plan-of-Arrangement-Approved
February 27, 2009Santoy Executes Formal Business Combination Agreement for Merger with Virginia Uranium Ltd.
News Release: 09-03
VANCOUVER, February 27, 2009 (TSX.V: SAN) - Santoy Resources Ltd. ("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 ¼ 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.
Upon closing of the transaction, it is expected that Santoy will have approximately 245,189,430 issued shares and, directly or indirectly through the wholly-owned subsidiary merged company, will hold a minimum of 20% of the issued shares of Holdco. Santoy will on closing become a party to a unanimous Holdco shareholders agreement pursuant to which Santoy will have a preferential right to arrange financing for Holdco as well as other rights to maintain or increase its Holdco shareholdings, including certain rights of first refusal, tag-along rights and drag-along rights in respect of a sale by any of the Holdco shareholders of their Holdco shares to a third party. Santoy plans to increase its interest in Holdco to approximately 30% through acquiring additional Holdco shares in connection with financings and additional potential exchanges by certain private shareholders of Holdco of their Holdco shares for shares of Santoy.
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 (1) (2) 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 Resources Ltd. and Virginia Uranium, Inc. by Behre Dolbear and Company, Ltd., Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. dated February 2, 2009. A copy of the findings of this report is available under Santoy's profile on SEDAR at www.sedar.com and Virginia Uranium Inc.'s website at www.virginiauranium.com.
December 22, 2008
Santoy Merges With Virginia Uranium Ltd.News Release: 08-14
Santoy Resources Ltd. (TSX.V: SAN) ("Santoy" or the "Company") is pleased to announce the signing of a Letter of Intent ("LOI") between Santoy and two private companies pursuant to which Santoy will acquire all of the shares of Virginia Uranium Ltd. ("Limited"), a private Yukon corporation, in exchange for shares in Santoy, at the ratio of six shares of Santoy for each one share of Limited. Limited currently holds a 12% minority interest in VA Uranium Holdings, Inc. ("Holdco"), a Yukon corporation. 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. Santoy following the transaction is hereafter referred to as "Newco").
As part of the transaction, certain shareholders of Holdco will exchange their Holdco shares for shares of the Company on the same six for one basis. In addition, Santoy will invest $1,000,000 in Limited which will be secured by a promissory note issued by Limited and a pledge of shares of Holdco. The note will be convertible into 1,666,666 shares of Limited upon the successful completion of the contemplated transaction. Santoy will invest up to an additional $2,500,000 in exchange for up to an additional 4,166,666 shares of Holdco at an issue price of $0.60 per share. The above transactions will result in Newco holding a minimum of 20% of Holdco (increasing to approximately 25% following completion of the Newco Financing). Newco will have the same rights of first refusal as currently held by Limited on future financings required by Holdco as it advances the Coles Hill uranium project.
In addition, shareholders of Santoy immediately prior to closing will receive ¼ of one warrant for each Santoy share held, with each whole warrant (an "Incentive Warrant") being exercisable for one Newco share at a price of $0.12 per share for a period of 12 months following the closing of transaction. If the closing price of the common shares of Newco for any 10 consecutive trading days exceeds $0.18, then Newco may accelerate the expiry of the warrants to the date which is 30 days following the end of such 10 trading day period. In turn, Holdco will issue warrants to Newco entitling Newco to acquire Holdco shares equivalent to the number of common shares of Newco underlying the Incentive Warrants, multiplied by the 1/6 share exchange ratio, at a price of $0.72 per share for a period of 12 months following the closing of the transaction.
The board of directors of Newco will consist of nominees of Santoy and Limited of which Newco expects to have up to seven directors with a minimum of three being independent. Norm Reynolds, currently Chief Executive Officer of Limited, is expected to be appointed as Chief Executive Officer of Newco. Walter Coles Jr., currently Executive Vice President of Limited, is expected to be appointed Executive Vice President of Newco. Ron Netolitzky, currently Chief Executive Officer of Santoy, will continue his active involvement in the company as a director of Newco. Mike Cathro of Santoy will remain as VP of Exploration for Newco.
The LOI contemplates that the Company will acquire Limited pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). Both of Santoy and Limited will continue their jurisdictions of incorporation to British Columbia to facilitate the transaction. It is expected that Newco will have approximately 234,189,430 issued shares on completion of the above. At the meeting to approve the Arrangement, Santoy will seek shareholder approval for the continuance of its jurisdiction to British Columbia, approval of the arrangement and approval for a consolidation of the Newco shares on a one for six basis. All dollar and share figures given in this news release are provided on a pre-consolidation basis.
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 (1) (2) (3) 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 Virginia Uranium, Inc. by Behre Dolbear and Company, Ltd., Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. dated June 30th, 2008 (the "Behre Dolbear report"). A summary of the findings of this report is available on Virginia Uranium Inc.'s website at www.virginiauranium.com:
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550119&_Type=News-Releases&_Title=Santoy-Merges-With-Virginia-Uranium-Ltd.
February 05, 2009Santoy Files NI 43-101 Technical Report for Proposed Acquisition of an Interest in Coles Hill Uranium Deposit, Virginia
NR: 09-02
Santoy Resources Ltd. (TSX.V: SAN) is pleased to announce that the NI 43-101 Technical Report for the Coles Hill Uranium Deposit is now available on SEDAR and on the Santoy website (www.santoy.ca).
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 (1) (2) 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 Resources Ltd. and Virginia Uranium, Inc. by Behre Dolbear and Company, Ltd., Marshall Miller and Associates, Inc., and PAC Geological Consulting Inc. dated February 2, 2009 (the "Behre Dolbear report"). The resource estimate can be summarized as follows:
. The "Qualified Persons" (as defined in NI 43-101) who prepared the resource estimate were Betty L. Gibbs for Behre Dolbear and K. Scott Keim for Marshall Miller and Associates, Inc.
2. Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.
Santoy has signed of a Letter of Intent ("LOI") with two private companies pursuant to which Santoy will acquire all of the shares of Virginia Uranium Ltd. ("Limited"), a private Yukon corporation, in exchange for shares in Santoy, at the ratio of six shares of Santoy for each one share of Limited. Limited currently holds a 12% minority interest in VA Uranium Holdings, Inc. ("Holdco"), a Yukon corporation. As part of the transaction, Santoy has the right to acquire additional shares of Holdco as described in the Santoy news release of Dec. 22, 2008. 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 south-central Virginia. For more details of the transaction, see the Santoy news release of Dec. 22, 2008. Santoy and Limited are continuing to negotiate in good faith to agree on the definitive terms of a formal agreement in respect of the transaction and have agreed to extend the date for completion of such formal agreement to February 20, 2009.
A statutory framework has been enacted into law for uranium exploration in Virginia. However, the Commonwealth of Virginia prohibits any agency of the Commonwealth from accepting applications for uranium mining until a program for permitting uranium mining is established by statute. Such legislation has not been enacted. In November 2008, Virginia's Coal and Energy Commission announced a state sanctioned study of uranium mining's health, economic, social and other impacts. The commission is expected to engage the National Academy of Sciences, or similar institution, to perform the study.
The technical information in this news release has been reviewed and approved by Michael S. Cathro, P. Geo., Santoy's Vice President of Exploration, a Qualified Person as defined by National instrument 43-101.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
On Behalf of the Board of Directors
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
December 31, 2008
Santoy Closes Non-Brokered FinancingNews
Release: 08-16
Santoy Resources Ltd. (TSX.V: SAN) is pleased to announce that the Company has closed, subject to final regulatory approval, a non-brokered private placement flow through financing announced on December 24th, 2008. A total of 11,000,000 flow-through Units will be issued at a price of $0.10 per Unit for gross proceeds of $1,100,000. Each Unit will consist of one flow through share and one half of a share purchase warrant. Each full warrant will be exercisable into one non-flow through common share of the company at an exercise price of $0.15 for a period of 12 months from the closing date.
A cash finders' fee was paid in the total of $64,400 to accredited agents on that portion of the funds raised by third parties. The shares issued under this financing are subject to a hold period of 4 months and one day from the closing date of the offering.
Certain directors have subscribed for $84,000 in the private placement, on the terms set forth above, and such participation has been approved by the independent directors of the Company. The Company is relying on an exemption from the related party requirements of OSC Rule 61-501. The MineralFields Group has subscribed for $500,000.
The funds from this financing will be allocated to advancement of our uranium exploration properties in the Athabasca Basin of Saskatchewan and to our projects in the Otish Basin of Quebec.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
Email: netolitzky@gmail.com
For further information contact:
Ron Netolitzky, President or Tony Perri - Investor Relations, Manager
Suite 611, 675 W. Hastings Street
Vancouver, British Columbia, Canada V6B 1N2
Tel: (604) 669-4799
Fax: (604) 669-2543
Website: www.santoy.ca
April 29, 2008
Santoy Responds to BC Government Halt on Uranium Exploration and DevelopmentNews Release: 08-05
Santoy Resources Ltd. (TSX.V: SAN) wishes to inform its shareholders that the news release by British Columbia Minister for State for Mining, Kevin Krueger, dated April 24, 2008 has negatively impacted the value of Santoy's equity investment in Boss Power Corp. also a TSE Venture Exchange listed Company. Boss Power was in the process of developing the Blizzard uranium deposit in the Greenwood Mining Division of south-central BC. Santoy is investigating its options with regard to our investment in Boss Power to ensure that we protect the rights of our shareholders. Santoy remains well financed and will continue to actively explore projects in other jurisdictions in Canada that remain open for business.
The BC Government news release confirms that the Boss Power claims included the rights to uranium, but more importantly the release does not address the expropriation procedure the Government intends to use, nor any discussion regarding compensation for damage caused. The effect of the BC Government's moratorium on uranium exploration and development is an expropriation of the Blizzard deposit. The actions of the BC Government were completed without due process or any consultation. Santoy remains committed to the exploration for uranium as a necessary activity to promote the reduction of greenhouse gases. Furthermore, we remain confident that such exploration and development can be managed in a safe and prudent manner, as has clearly been demonstrated elsewhere in Canada over the past fifty years.
About Santoy Resources
Santoy Resources Ltd. is a mining exploration company focused primarily on the energy sector. Emphasis is being placed on uranium projects in the Athabasca Basin of Saskatchewan, in Wollaston Domain rocks in northern Manitoba, in the Otish Mountains of Quebec, and in the Central Mineral Belt of Labrador. A description of our properties, including maps and photographs, can be viewed on the Company's website at www.santoy.ca.
On Behalf of the Board of Directors
SANTOY RESOURCES LTD.
"Ron Netolitzky"
R. K. Netolitzky, President & CEO
Cautionary Statement on Forward-Looking Information
http://www.anthemresourcesinc.com/s/NewsReleases.asp?ReportID=550106&_Type=News-Releases&_Title=Santoy-Responds-to-BC-Government-Halt-on-Uranium-Exploration-and-Developmen...]]]
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| Information current as of Apr 25, 2012. EXPLORATION AND EVALUATION ASSETS (Continued) VIRGINIA ENERGY RESOURCES INC. (formerly Virginia Uranium Ltd.) VIRGINIA ENERGY RESOURCES INC. (formerly Virginia Uranium Ltd.) Notes to Condensed Consolidated Interim Financial Statements Nine-Month Period Ended September 30, 2012 (a) The Coles Lease and the Bowen Lease (continued) In addition, contingent consideration will become payable annually on each anniversary beginning April 4, 2021. VirginiaCo has agreed to pay minimum annual rent in the amount of $250,000 to Bowen under the terms of the Bowen Lease and $750,000 to Coles Hill under the terms of the Coles Lease. These amounts will be recorded when the amounts become fixed and determinable. The Burt Lands Pursuant to the terms of a land acquisition agreement (the "Burt Acquisition Agreement") dated May 22, 2007 among Fred W. Burt and Shirley C. Burt (the "Burts") and VirginiaCo, VirginiaCo agreed to purchase land contiguous to the South Coles Hill Deposit (the "Burt Lands"), excluding any mineral rights on or under the Burt Lands (the "Reserved Minerals"). The Burt Lands form a portion of the Coles Hill Property. Upon execution of the Burt Acquisition Agreement, the Company issued 1,000,000 non-voting shares to Fred W. Burt as a deposit. As further consideration for the Burts Lands, VirginiaCo paid $3,000,000 upon closing. The Burt Lands (Continued) Pursuant to an agreement for like-kind exchange dated July 25, 2007 (the "Exchange Agreement") between Southside and the Burts it was agreed that the Burts would convey the Burt Lands to Southside in exchange (the "Exchange") for certain tracts of land in Henry County, Virginia (the "Cromer Property"), in place of the cash consideration outlined in the Burt Acquisition Agreement. To effect the Exchange, on July 27, 2007, Southside purchased the Cromer Property for an aggregate purchase price of $3,033,598 and simultaneously conveyed the Cromer Property to the Burts in exchange for the Burts Lands pursuant to the terms of the Exchange Agreement. Option to Purchase the Crider Lands Pursuant to an option agreement (the "Crider Option Agreement") dated May 29, 2007, between Roy Crider and Connie Crider (the "Criders") and VirginiaCo, the Criders have granted to VirginiaCo an option to purchase land, which covers part of the surface rights of the South Coles Hill Deposit (the "Crider Lands") for $1,000,000 (the "Option Price") exercisable for a period of 30 years commencing May 29, 2007. On each anniversary date of the Crider Option Agreement on which the option has not been exercised, the Option Price shall increase by $100,000. At such time as VirginiaCo has exhausted all of the Reserved Minerals, or, if earlier, has permanently ceased all activities relating to the exploration, development or mining of the Reserved Minerals, the Criders shall have the right to repurchase the Crider Lands for a nominal amount The Marline Property Pursuant to the terms of a Purchaser’s Acknowledgement and Contract of Sale dated July 14, 2007, Walter Coles, Sr., the Chairman and a Director of the Company, purchased land located in Pittsylvania County, Virginia (the "Marline Property"), for a purchase price of $36,217, subject to all easements, conditions and restrictions of record as are applicable to such land. On August 7, 2007, Walter Coles, Sr. irrevocably and unconditionally assigned to Southside all his right, title and interest to acquire the Marline Property, including all rights in and to any minerals on the Marline Property for total consideration of $10. The Holmes Property Pursuant to the terms of two land acquisition agreements (the "Holmes Acquisition Agreements") dated October 1, 2007 between Mollie H. Holmes ("Holmes") and Southside, Southside purchased land non-contiguous to the Coles Hill Property (the "Holmes Property"). As consideration for the Holmes Property, Southside paid an aggregate sum of $1,436,886 (purchase price of $1,425,000 plus $11,886 in expenses) at closing, which occurred October 10, 2007. Pursuant to the Holmes Acquisition Agreements, Holmes retained all mineral rights to the Holmes Property, to be conducted by underground mining (the "Holmes Reserved Minerals"). Holmes also retained an option to lease the Holmes Property from Southside for a period of five years. Holmes exercised this option by letter agreement dated October 10, 2007. In addition, Holmes granted Southside an option to lease the Holmes Reserved Minerals for a period of 20 years from the date of exercise of such option (the "Holmes Option"). Southside (or its successors in interest) may exercise the Holmes Option at any time prior to 2045 upon written notice to Holmes. If the Holmes Option is exercised, Southside shall have the right to remove and sever all Holmes Reserved Minerals from the Holmes Property. In the event such Holmes Reserved Minerals are extracted, Southside shall pay to Holmes a royalty of 3% for sales of Holmes Reserved Minerals at a realized price per pound of less than $30, 4% for sales of Holmes Reserved Minerals at a realized price per pound at or greater than $30, but less than $100, and 5% for sales of Holmes Reserved Minerals at a realized price per pound at or greater than $100. Moreover, if Southside ceases mining operations in Pittsylvania County, Virginia, or elects to sell the Holmes Property, the Holmes family shall have the right to repurchase the Holmes Property for the then fair market value determined based on the property being used for agricultural purposes. (e) The Timberland Property Pursuant to a contract for the purchase and sale of property dated October 12, 2007 between Southside and the Illinois Municipal Retirement Fund ("IMRF"), Southside purchased land located in the Banister District of Pittsylvania County (the "Timberland Property"). As consideration for the Timberland Property, Southside paid an aggregate sum of $1,406,202 on closing, which occurred October 31, 2007. On closing, IMRF conveyed to Southside good and marketable fee simple title to the Timberland Property by special warranty deed, free and clear of all liens, encumbrances and deeds, subject to certain permitted encumbrances. The Martin Property Pursuant to a contract (the "Martin Contract") for the purchase and sale of property dated October 24, 2007 between Southside and Barbara B. Martin ("Martin"), Southside purchased land contiguous to the Coles Hill Property (the "Martin Property"). As consideration for the Martin Property, Southside paid an aggregate sum of $501,273 on closing. Pursuant to the Martin Contract, Martin has retained all mineral rights to the Martin Property, to be conducted by underground mining (the "Martin Reserved Minerals"). Martin has granted to Southside an option to lease the Martin Reserved Minerals (the "Martin Option"). Southside (or its successors in interest) may exercise such option at any time prior to 2045 upon written notice to Martin. If the Martin Option is exercised, Southside shall have the right to remove and sever all Martin Reserved Minerals from the Martin Property. In the event such Martin Reserved Minerals are extracted, Southside shall pay to Martin a royalty of 3% for sales of Martin Reserved Minerals at a realized price per pound of less than $30, 4% for sales of Martin Reserved Minerals at a realized price per pound at or greater than $30, but less than $100, and 5% for sales of Martin Reserved Minerals at a realized price per pound at or greater than $100. Moreover, if Southside ceases mining operations in Pittsylvania County, Virginia, or elects to sell the Martin Property, Martin shall have the right to repurchase the Martin Property for the then fair market value determined based on the property being used for agricultural purposes. (g) The Jackson Property Pursuant to a contract for the purchase and sale of property dated February 4, 2011, Southside purchased a parcel of land in Pittsylvania County (the "Jackson Property"). As consideration for the Jackson Property, Southside paid an aggregate sum of $806, 206 on closing. (h) http://www.virginiaenergyresources.com/i/pdf/VUI-FS-20123Q.pdf |
MARKETABLE SECURITIES : SPARTON RESOURCES INC.
As at September 30, 2013, the Company held 100,000 common shares of Virginia Energy Resources Inc. ("VAE"), 33,333 common shares of Anthem Resources Inc. ("Anthem"
http://www.spartonres.ca/download/Q3-2013_Sparton-Financials.pdf
NICKEL NORTH EXPLORATION CORP
On January 31, 2012, the Company entered into a letter of intent with Anthem Resources Inc. ("Anthem") (formerly Virginia Energy Resources Inc. ("VAE")) to acquire certain mineral claims, referred to as the Hawk Ridge property, in Ungava Bay, Quebec. The acquisition is intended to constitute the Company’s Qualifying Transaction as defined under TSX-V Policy 2.4.
Mining company takes legal action against Quebec
Cree community opposes project
CBC News Posted: Jan 18, 2013 4:57 PM ET Last Updated: Jan 18, 2013 7:28 PM ET
A uranium mining company has filed a court order against the Quebec government after a provincial environmental group refused to give its consent to an exploration project.Strateco Resources wants the province to decide whether or not the company can explore for uranium in Quebec's Otish Mountains, on the James Bay Cree territory.
In October, The Canadian Nuclear Safety Commission granted an exploration license to Strateco Resources.
That license allows the company to do advanced exploration for uranium at the site.
Quebec's Environmental and Social Impact Review Committee, COMEX, said it will only give its approval if there is written consent from the Cree community in the area, which strongly opposes the project.
Members of the Cree community in the area have protested the mining project. (CBC)
Strateco Resources spokesperson, Denis Boucher, said the Cree shouldn't have the power to veto the exploration projecthttp://www.cbc.ca/news/canada/montreal/mining-company-takes-legal-action-against-quebec-1.1344993
