VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 6, 2012) - Unity Energy Corp. (TSX VENTURE:UTY) (the "Company") is pleased to announce that it has executed a Plan of Arrangement Agreement (the "Agreement") to undertake a spin-out transaction and segregate its assets into two separate companies. The spin-out arrangement will be accomplished through a Plan of Arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Act") between Unity and its subsidiary, Patrone Gold Corp. (the "Arrangement"). The Company is seeking approval of the Supreme Court of BC under the Act and TSXV conditional approval for the spin-out transaction. The completion of the Agreement remains subject to a number of conditions including Patrone Gold Corp. meeting minimum listing requirements of the TSX Venture Exchange.
Patrone Gold Corp. to hold the Dickens Lake Property
Under the terms of the proposed transaction, Unity will transfer all of its interest in and to the Dickens Lake Gold Property, (the "Asset" or the "Dickens Lake Property"), located in the LaRonge Gold Belt in northern Saskatchewan to Patrone Gold Corp., ("Patrone"), in exchange for shares in Patrone and a $200,000 cash commitment. The Project consists of four adjoining mineral dispositions and covers an area of over 6000ha in a region that has produced over 600,000 ounces of gold. More than a hundred gold showings and four past producers are documented in the La Ronge Gold Belt and over $70 million has been spent on gold exploration and development since 1980. Unity has a 100% interest in the Dickens Lake Project, subject to a 2% NSR, of which 1.5% can be purchased for $1,500,000. Earlier this spring, Unity completed a V-TEM survey of the Dickens Lake Project. Unity will retain the balance of the Saskatchewan uranium properties where plans for further development work are underway.
Spin-out of Patrone Gold Corp.
The Arrangement is intended to give Unity Shareholders a direct interest in a new exploration company that will focus on and pursue the exploration and development of the Dickens Lake Property as well as potentially acquiring and exploring new properties in districts and areas with known potential for high margin properties.
The Patrone shares received by Unity will be distributed to Unity's shareholders through a reduction of paid up capital.
Each shareholder of record on the share distribution record date, (the "Share Distribution Record Date"), will participate in the Arrangement on a pro-rata basis and, upon completion of the Arrangement, will continue to hold substantially the same pro-rata interest they held in the Company prior to the completion of the Arrangement. Immediately upon the Arrangement becoming effective, each Unity shareholder will continue to hold one common share in the equity of Unity, (the "Unity Shares") for each share of Unity held prior to the Arrangement. The Unity Shares will be identical in every respect to the shareholders' current Unity Shares; in addition, each Unity shareholder will received one-half (1/2) common share in Patrone for each whole common share held in Unity (the "Patrone Shares"). Therefore, on completion of the Arrangement, each shareholder will have one whole Unity Share and one half (1/2) Patrone Share for each share in Unity they held prior to the Arrangement. Advance notice of the Share Distribution Record Date will be provided.
Patrone Farm-out Transaction
In conjunction with the completion of the Arrangement, Patrone will complete a farm-out transaction in which Patrone will transfer a 10% interest in the Dickens Lake Property to Unity in exchange for exploration and development work on the Property. Unity will provide a cash commitment of $205,000 to be expended in the form of exploration and development expenses on the Dickens Lake Property as per the Phase 1 work program stipulated in the NI34-101 compliant Dickens Lake Technical Report.
Following the completion of the Arrangement, Unity will continue its exploration and development programs on its 10 uranium properties in the Athabasca Basin, Saskatchewan.
Anita Algie, President and CEO of Unity, will remain as President and CEO of Unity and will also be appointed as the President and CEO of Patrone Gold Corp. Peter Born, P. Geo., and Richard Ko, both current board members of Unity, will join the board of Patrone to see it through its development stage. The names of additional directors and senior management will be announced in due course.
About Unity Energy Corp.
Unity Energy Corp. is a TSX Venture Exchange tier two listed issuer, engaged in uranium exploration in the Athabasca Basin. The Company has assembled a team of dedicated industry professionals and local first nations groups to utilize leading edge technologies in refining exploration on its portfolio of projects. Unity currently controls 11 properties, covering over 27,500 hectares in the eastern Athabasca Basin, the largest uranium producing region in the world. Historic programs on the McKenzie Lake and Close Lake Projects have both encountered down-hole uranium mineralization.
Anita Algie, President & C.E.O.
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.