|Thu Jul 12, 2012 Virginia Energy Resources Press ReleaseNR: 12-08|
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) is pleased to announce that, further to its letter agreement dated June 6, 2012 with VA Uranium Holdings, Inc. (“VAUH”), Virginia Uranium Ltd. (“VUL”), VAE has entered into an arrangement agreement dated July 11, 2012 (the “Arrangement Agreement”) with VAUH, VUL and VUL’s wholly-owned subsidiary, 0942845 B.C. Ltd. (“Subco”), which was incorporated for the purposes of the Arrangement Agreement, to give effect to the previously announced spin out of certain assets of VAE to VUL and a consolidation of the ownership of VAUH into VUL.
The Arrangement Agreement sets out the terms of the statutory plan of arrangement (the “Arrangement”) involving the parties and their respective security holders, which will involve, among other things:
If the Arrangement is completed, then, among other things:
Assuming no currently outstanding convertible securities of VAE or VAUH are exercised prior to the Effective Date, the issued capital of post-Arrangement VUL is expected to be approximately 33,151,296 VUL Shares, of which approximately 29.4% will be held by VAE shareholders as at the Effective Date and approximately 70.6% will be held by VAUH shareholders as at the Effective Date.
VUL would hold a 100% interest in the Coles Hill uranium project in Virginia
and the Otish project in Quebec and VAE would hold the Fir Island project in Saskatchewan as well as all of the other properties currently held by VAE, other than the Otish project and the Coles Hill uranium project.
A copy of the Arrangement Agreement will be available under VAE’s profile on SEDAR at www.sedar.com. VAE and VAUH will be seeking shareholder approval of the Arrangement at the upcoming meetings of the companies’ respective shareholders scheduled to be held on August 13, 2012. The Arrangement will also be subject to approval from the Supreme Court of British Columbia, approval of the TSX Venture Exchange and the listing of the shares of VUL.
Monday, July 23, 2012
Virginia Energy Signs Arrangement Agreement for Spin Out and Merger Transaction
at 5:00 AM