Business
SearchGold Resources Inc. enters into definitive agreement with Ubika Corp. and announces results of its annual general and special meeting
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES./ ...
About this update from Rocky Shore Gold Limited
[{"type":"text","content":"\n\n\n/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE\n SERVICES./ \n\n\nAll amounts in Canadian Dollars\n\n\nTORONTO, June 14, 2013 /CNW/ - SearchGold Resources Inc. (\"SearchGold\" or the \"Company\") (TSXV: RSG) is pleased to announce that the Corporation has entered\n into a definitive share exchange agreement (the \"Agreement\") with respect to its previously announced reverse-take over with Ubika\n Corp. (\"Ubika\") (the \"Transaction\"). The Agreement supersedes the letter of intent (as per announcement\n on March 5, 2013). Pursuant to the Agreement, SearchGold will acquire\n all of the issued and outstanding shares of Ubika (the \"Ubika Shares\") in exchange for the issuance of shares of SearchGold (the \"Resulting Issuer Shares\"), in accordance with the exchange ratio. Upon completion of the\n Transaction, Ubika will become a wholly-owned subsidiary of SearchGold\n and the Transaction will result in a \"Change of Business\" of SearchGold\n (the \"Resulting Issuer\"), as such term is defined in the policies of the TSX Venture Exchange\n (the \"TSXV\") Corporate Finance Manual. The Resulting Issuer will carry on the\n business theretofore carried on by Ubika. For greater detail about the\n Transaction, please refer to the Company's Management Information\n Circular which was filed on SEDAR.com on May 14, 2013 and the Agreement\n which was filed on SEDAR.com on June 14, 2013.\n\n\nShareholders Meeting\n\n\nEarlier today, the Corporation held its annual general and special\n meeting to seek approval for, among other things, the Change of\n Business. At the meeting, 96.71% of shareholders voted in favour of the\n Transaction and 96.85% of shareholders voted in favour of changing\n SearchGold's name to Gravitas Financial Inc. The name change will be in\n effect immediately. Moreover, 92.27% of shareholders, representing a\n majority of the minority of SearchGold shareholders voted in favour of\n de-listing the SearchGold Shares from the TSXV and listing the\n SearchGold Shares on the Canadian National Stock Exchange (the \"CNSX\"). In addition, the Resulting Issuer Debentures (as hereinafter\n defined) will also be listed on the CNSX.\n\n\nPrivate Placement\n\n\nOn May 10, 2013, Ubika issued 30,022 subscription receipts (the \"Subscription Receipts\") for gross proceeds of $30,022,000 at an issuance ...