/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE
All amounts in Canadian Dollars
TORONTO, June 14, 2013 /CNW/ - SearchGold Resources Inc. ("SearchGold" or the "Company") (TSXV: RSG) is pleased to announce that the Corporation has entered
into a definitive share exchange agreement (the "Agreement") with respect to its previously announced reverse-take over with Ubika
Corp. ("Ubika") (the "Transaction"). The Agreement supersedes the letter of intent (as per announcement
on March 5, 2013). Pursuant to the Agreement, SearchGold will acquire
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
Transaction, Ubika will become a wholly-owned subsidiary of SearchGold
and the Transaction will result in a "Change of Business" of SearchGold
(the "Resulting Issuer"), as such term is defined in the policies of the TSX Venture Exchange
(the "TSXV") Corporate Finance Manual. The Resulting Issuer will carry on the
business theretofore carried on by Ubika. For greater detail about the
Transaction, please refer to the Company's Management Information
Circular which was filed on SEDAR.com on May 14, 2013 and the Agreement
which was filed on SEDAR.com on June 14, 2013.
Earlier today, the Corporation held its annual general and special
meeting to seek approval for, among other things, the Change of
Business. At the meeting, 96.71% of shareholders voted in favour of the
Transaction and 96.85% of shareholders voted in favour of changing
SearchGold's name to Gravitas Financial Inc. The name change will be in
effect immediately. Moreover, 92.27% of shareholders, representing a
majority of the minority of SearchGold shareholders voted in favour of
de-listing the SearchGold Shares from the TSXV and listing the
SearchGold Shares on the Canadian National Stock Exchange (the "CNSX"). In addition, the Resulting Issuer Debentures (as hereinafter
defined) will also be listed on the CNSX.
On May 10, 2013, Ubika issued 30,022 subscription receipts (the "Subscription Receipts") for gross proceeds of $30,022,000 at an issuance price of $1,000 per
Subscription Receipt (the "Offering"). Each Subscription Receipt shall automatically convert, without
payment of any additional consideration and without further action on
the part of a subscriber to the Offering, into one debenture (the "Ubika Debenture") upon the satisfaction of the Escrow Release Conditions (as
hereinafter defined) and until such time, no Subscription Receipts may
be exercised by the holders thereof. Each Ubika Debenture will be
exchangeable, upon completion of the Transaction, into one debenture of
the Resulting Issuer (the "Resulting Issuer Debenture").
Ubika may close one additional financing for Subscription Receipts prior
to the closing of the Transaction.
In connection with the Offering, upon the closing of the Transaction,
the Agent shall receive a cash commission equal to 2% of the gross
proceeds from the Offering. Additionally, in connection with the
Offering, the Agent shall receive a cash fee of $10,000. Upon closing
of the Offering, it is intended that the Resulting Issuer Debentures
will be listed on the CNSX upon satisfaction by Ubika of the CNSX
listing requirements for the Ubika Debentures. The CNSX provided
conditional approval of the Transaction on May 2, 2013.
ABOUT UBIKA CORP.
Ubika is a private, fast growing financial services, research and
analytics company providing knowledge solutions to private and public
company clients, predominately in the mining sector. Through its portal
www.smallcappower.com, it also provides information to corporate and individual investors.
Ubika was incorporated on March 3, 2004 under the federal laws of
Canada and after giving effect to a share split, will have 2,483,333
common shares issued and outstanding (the "Ubika Shares"). Ubika conducts its operations from its head office in Toronto and
a marketing office in Vancouver, Canada. Assuming the successful
closing of the Transaction, Ubika intends to utilize the public company
platform and enhanced access to capital to grow its existing business
and to provide new and enhanced products to its clients. As reported in
Ubika's audited financial statements for the fiscal years ended
December 31, 2012 and 2011, Ubika had revenue of $1,204,468 for year
ending December 31, 2012 and $1,405,384 for year ending December 31,
2011. For the year ending December 31, 2012 Ubika Corporation reported
a net earnings (earnings after taxes) of $232,869 and for December 31,
2011 Ubika reported a net earnings (earnings after taxes) of $384,147.
SearchGold is a public company whose common shares are listed on the
TSXV. SearchGold is organized under the federal laws of Canada.
SearchGold's primary mission was to target, explore and advance gold
properties of merit. The Company currently has mineral interests in
Burkina Faso, Gabon and Guinea.
Statements in this press release may contain forward-looking information
including, operating costs, administrative costs, acquisitions and
dispositions, capital spending, access to credit facilities, income
taxes, regulatory changes, and other components of cash flow and
earnings. Any statements that are contained in this press release that
are not statements of historical fact may be deemed to be forward
looking statements. Forward-looking statements are often identified by
terms such as "may", "should", "anticipate", "expects" and similar
expressions. The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are
beyond the control of SearchGold. The reader is cautioned not to place
undue reliance on any forward-looking information. Such information,
although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ
materially from those anticipated. Forward-looking statements
contained in this press release are expressly qualified by this
The forward-looking statements contained in this press release are made
as of the date of this press release, and SearchGold does not undertake
any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by securities
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED
STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
There can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not be
SearchGold is only responsible for the disclosure herein directly
related to SearchGold and shall not be responsible for the disclosure
provided herein related to Ubika.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE
PROPOSED TRANSACTION AND HAS NEITHER APPROVED OR DISAPPROVED THE
CONTENTS OF THIS PRESS RELEASE.
NEITHER THE 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 PRESS
SOURCE: SearchGold Resources Inc.
For further information:
SearchGold Resources Inc.
Facsimile: 647 344 4222