/NOT FOR DISTRIBUTION IN THE
UNITED STATES OR THROUGH UNITED
STATES WIRE SERVICES./
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.
Shareholders Meeting
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.
Private Placement
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.
ABOUT SEARCHGOLD
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.
READER ADVISORY
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 cautionary statement.
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 law.
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 relied upon.
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 RELEASE.
SOURCE SearchGold Resources Inc.