Tuesday, July 6th, 2010
Uldaman Capital Amends QT Agreement
News Release
Mr. Bijay Singh reports
ULDAMAN ANNOUNCES UPDATE TO QUALIFYING TRANSACTION
Uldaman Capital Corp. has entered into an amended and restated amalgamation agreement dated May 26, 2010, with 0851045 B.C. Ltd. and Dawson Exploration Corp., a wholly owned subsidiary of Uldaman.
The restated agreement reflects share consolidations by both Uldaman and the numbered company. In particular, 0851045 consolidated its issued common shares in May of 2010, on the basis of one new share for every 1.5 old shares. Uldaman also intends to effect a consolidation of its issued and outstanding common shares on the basis of one new share for every two old shares of Uldaman. The share consolidation by Uldaman received shareholder approval at a meeting held on June 8, 2010, and is proposed to be completed following the acceptance of the TSX Venture Exchange.
Pursuant to the restated amalgamation agreement, Uldaman will issue one postconsolidated common share in exchange for each issued postconsolidated share of 0851045. As at the date hereof 0851045 has 6,604,991 shares issued and outstanding, prior to completing the private placement described below.
Private placements
0851045 is in the process of completing a private placement of up to 4,666,666 units at a price of 15 cents per unit for gross proceeds of up to $700,000. Each unit consists of one share and one share purchase warrant, with each warrant exercisable to acquire an additional share at a price of 25 cents for a period of 12 months and at a price of 35 cents for the following six months. 0851045 may pay finders’ fees in connection with the private placement.
As a result of the private placement by 0851045, Uldaman will adjust the terms of its private placement, including reducing the maximum offering amount to $700,000. Uldaman will announce updated private placement pricing and terms in a separate news release. Closing of Uldaman’s private placement will be concurrent with the closing of the acquisition of 0851045, and is subject to acceptance of the TSX-V.
Tad/Toro project update
0851045 has scheduled the commencement of its summer exploration work on the Tad/Toro project for July 5, 2010. The work program will focus on geochemical and geophysical work, and will be operated from an exploration camp that has been installed on the property.
Board and management changes
Uldaman announces that Sokhie Puar and Robert Weicker have resigned as directors of Uldaman. Mr. Puar also resigned as president of Uldaman.
Michael Collins and Paul Gray have been appointed as directors. Mr. Collins and Mr. Gray will also serve as president and chief executive officer, respectively. As a result of the changes, the directors and officers of Uldaman are currently as follows: Paul Gray, director, chief executive officer, chief financial officer; Michael Collins, director, president; John D. Anderson, director; Bijay Singh, director; and Jim Coyne, director.
On completion of the transaction it is expected that Simon Anderson will be appointed as chief financial officer.
The following are brief descriptions of the new and proposed directors and officers of Uldaman.
Mr. Gray — director, chief executive officer
Mr. Gray, PGeo, has worked in the mineral exploration industry since 1996 and in an executive role since 2003 when he was appointed director of Doublestar Resources Ltd. and subsequently president and chief operating officer at Doublestar Resources in 2005. Since August, 2007, Mr. Gray has been the principal of PDG Geological Consultants. Mr. Gray currently acts as a director of corporate development with Argus Metals Corp. (since October, 2005), Cloudbreak Resources Ltd. (since March, 2009), Alston Ventures Inc. (since July, 2009) and Dorex Minerals Inc. (since September, 2009), all TSX-V-listed companies. During Mr. Gray’s 15-year career, he has concentrated on the exploration of precious metals, base metals and uranium in British Columbia, Northern Canada, Asia and Latin America. In this work, Mr. Gray has developed a depth of knowledge in the mineral deposits of the northern Cordillera and an extensive network with the companies and individuals who are working to develop them.
Mr. Collins — director, president
Mr. Collins, PGeo, has worked for over 14 years as a geologist in the mineral exploration industry focused in gold, base metals and uranium. Some highlights of Mr. Collins’s experience include working as exploration geologist at Goldcorp Inc. (September, 2000, to January, 2003), Canada Royalties Ltd. (June, 2003, to May, 2005), Uganda Gold Mining Ltd. (June, 2005, to July, 2005) and Breakwater Latin America in Honduras (January, 2000, to June, 2000). From October, 2005, to the present, Mr. Collins has been the president, chief executive officer, and a director of Argus Metals. Mr. Collins also served as a director of Doublestar Resources Ltd. until its purchase by Selkirk Metals (April, 2006, to August, 2006).
Simon Anderson — proposed chief financial officer
Mr. Anderson has been a chartered accountant for over 20 years. He has extensive expertise in financial reporting, corporate finance, and mergers and acquisitions. Currently, Mr. Anderson is a director or chief financial officer of a number of publicly traded companies trading on the Toronto Stock Exchange, TSX-V and NYSE Amex exchanges.
Other matters
The shares of Uldaman will remain halted until the exchange has conducted a preliminary review of the transaction and background reviews have been completed on the proposed directors.
A filing statement in respect of the proposed qualifying transaction will be prepared and filed in accordance with TSX-V policies on SEDAR no less than seven business days prior to the closing of the proposed qualifying transaction. A news release will be issued once the filing statement has been filed.