Virginia Energy Provides Update on Plan of Arrangement
|Sep 24, 2012 ||
Virginia Energy Resources Inc. (TSX.V: VAE) (OTCQX: VAERF) (the "Company") is pleased to announce that the shareholders of the Company have approved, and the Supreme Court of British Columbia has granted the final order approving, the previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) involving the Company, VA Uranium Holdings, Inc. ("Holdco") and Virginia Uranium Ltd. ("VUL") and their respective securityholders under which the Company will spin out certain of its assets (the Otish property in Quebec and shares of Holdco (which holds the Coles Hill uranium project in Virginia)) to its wholly-owned subsidiary, VUL, and a consolidation of the ownership of Holdco into VUL through a merger of Holdco into VUL. Pursuant to the Arrangement, the Company will change its name to "Anthem Resources Incorporated" ("Anthem Resources"). The new company that results from the merger of Holdco into VUL will own 100% of the Coles Hill uranium project and the Otish property and shall take over the name "Virginia Energy Resources Inc." ("Virginia Energy").
Under the Arrangement, current shareholders of the Company as at the effective date of the Arrangement (the "Effective Date") will be entitled to receive, for each common share of the Company ("Existing VAE Shares") held as at such date: (a) 1/3 of a post-Arrangement common share of Anthem Resources ("Anthem Common Shares"); and (b) 0.1 of a common share of Virginia Energy ("Virginia Energy Common Shares"); 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 held.
Assuming no currently outstanding convertible securities of the Company are exercised prior to the Effective Date, the issued capital of post-Arrangement Anthem Resources is expected to be approximately 32,504,746 Anthem Common Shares, 100% of which will be held by the Company shareholders as at the Effective Date.
Assuming no currently outstanding convertible securities of the Company or Holdco are exercised prior to the Effective Date, the issued capital of post-Arrangement Virginia Energy is expected to be approximately 33,150,753 Virginia Energy Common Shares, of which approximately 29.4% will be held by the Company shareholders as at the Effective Date and approximately 70.6% will be held by Holdco shareholders as at the Effective Date.
It is anticipated that Virginia Energy will enter into an escrow agreement as of the Effective Date with Computershare Investor Services Inc., as escrow agent, and the Principals (as such term is defined under the policies of the TSX Venture Exchange (the "TSXV")) of Virginia Energy whereby such Principals' Virginia Energy Common Shares will be deposited into escrow and released from escrow as to 10% on the listing of the Virginia Energy Common Shares on the TSXV and then in six tranches of 15% at six month intervals over the 36 months thereafter.
The Arrangement is expected to complete at 10:00 am on Thursday, September 27, 2012 (the "Effective Time"). Application has been made to list the Virginia Energy Common Shares on the TSXV. Such listing is subject to compliance with all of the TSXV requirements, including receipt by the TSXV of all required documentation. New Virginia Energy Common Shares are expected to commence trading on the TSXV on Friday, September 28, 2012 under the stock symbol VUI. Advance notice of the commencement of such trading will be provided by a bulletin issued by the TSXV.
Entitlement to Virginia Energy Common Shares
Anthem Common Shares are anticipated to trade on the TSXV on Friday, September 28, 2012 under the symbol AYN.
Common shares of the Company will continue to trade on the TSXV as Existing VAE Shares with an entitlement to Anthem Common Shares and Virginia Energy Common Shares until the Existing VAE Common Shares are delisted from the TSXV at the close of trading on the Effective Date, despite the fact that the Effective Time for the implementation of the Arrangement will have occurred at 10:00 am on the Effective Date.
Accordingly, in order to receive Anthem Common Shares and Virginia Energy Common Shares, an investor must execute a trade to purchase Existing VAE Shares on the TSXV prior to the delisting of the Existing VAE Shares.
Exchange of Existing VAE Shares
If your Existing VAE Shares are held through your broker, then your broker, or the depository with which your broker holds such shares, will be responsible for dealing with the exchange of Existing VAE Shares for Anthem Common Shares (CUSIP 03674T105) and the distribution of Virginia Energy Common Shares (CUSIP 92780V104) on your behalf.
The Company will be mailing letters of transmittal to all eligible registered shareholders. To receive certificates representing Anthem Common Shares and Virginia Energy Common Shares, registered shareholders 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.
Upon surrender to the Exchange Agent for cancellation of a certificate representing Existing VAE 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 Jr.
President & CEO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements and Information
Certain of the statements and information in this press release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements relating to the plans for completion of the Arragement, including the proposed structure, anticipated results and the approval to be sought; as well as the potential success of the foregoing. Forward looking information generally express predictions, expectations, beliefs, plans, projections, or assumptions of future events or performance, do not constitute historical fact and are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in such statements, including, without limitation: the risk that the Arrangement will not be approved by the TSX Venture Exchange, the shareholders of VAE, the shareholders of Holdco or the court; risks and uncertainties related to the Transaction not being completed in the event that the conditions precedent thereto are not satisfied, including the acceptance by the TSX Venture Exchange of an application to list the shares of Virginia Energy. Forward-looking statements contained in this release are based on the beliefs, estimates, and opinions of management on the date the statements are made. There can be no assurance that such statements will prove accurate. Actual results may differ materially from those anticipated or projected. VAE expressly disclaims any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended or applicable state securities laws, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.