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SMALL BUSINESS
Soldi Ventures Inc.'s Qualifying Transaction
VANCOUVER, BC -- (Marketwire) -- 05/22/09 -- Soldi Ventures Inc. (TSX-V: SOV.P) (the "Company) would like to announce that it has entered (the "Transaction") into an option agreement (the "Option Agreement") dated for reference May 19, 2009 to acquire an undivided 100% interest in a property (the "Property") consisting of 14 claims, covering 3,040 acres in the Kenora Mining District of Ontario. The Property was selected by the Company as a result of recent drilling and exploration work completed valued at approximately $200,000 which has been submitted to the Ontario Mining Recorders office for approval. The value of the work completed is estimated to keep the Property in good standing for approximately 2 years.
A National Instrument 43-101 report concerning the Property titled, "Technical Report on the Flint Lake Property Kenora Mining Division, Northwestern Ontario," dated May 15, 2009, has been prepared by Des Cullen, P.Geo. The Property consists of 14 mineral claims (76 units) in two non-contiguous blocks. The Property is 1216 hectares in size. It is located in the Dogpaw Lake Area, approximately 70 kilometers southeast of Kenora and approximately 16 kilometers southeast of Sioux Narrows, Ontario. It is centered at latitude 49°20'N, longitude 93°50'W. It occurs on NTS sheet 52 F/5 SW.
The Company intends the acquisition of the Option Agreement will constitute the Company's qualifying transaction (the "Qualifying Transaction") pursuant to TSX Venture Exchange policy 2.4. The Transaction is not a Non-Arms Length Qualifying Transaction. Sponsorship for the Transaction is not required. Exchange approval for the Transaction is required.
In order for the Company to exercise its option (the "Option") and earn an undivided 100% right, title and interest from 1544230 Ontario Inc. (the "Optionor")(Box 414, Souris, Manitoba, R0K 2C0) in the Property, the Company:
-- upon execution of the agreement, pay to the Optionor $12,500 cash;
-- on issuance by the Exchange of the Final Bulletin for the Transaction,
issue 100,000 common shares to the Optionor;
-- on or before the first anniversary date of the Option Agreement, pay
to the Optionor an additional $12,500 cash, and issue 100,000 common
shares.
-- on or before the second anniversary date of the Option Agreement,
issue to the Optionor an additional 100,000 common shares; and
-- on or before the third anniversary date of the Option Agreement, must
issue to the Optionor an additional 100,000 common shares.
In summary, over the three year term of the Option Agreement, the Company must pay to the Optionor $25,000 cash, and issue 400,000 common shares if it chooses to exercise its Option. Upon signing of the Option Agreement, the Company paid the Optionor a non-refundable amount of $12,500.
The Property is subject to a net smelter royalty ("NSR") payable to the Optionor equal to 1.5%. The Optionee may acquire 0.05% (such that a 1.0% NSR will remain with the Optionor) at any time for the payment of CDN $1,000,000.
1544230 Ontario Inc. ("1544230") acquired the Property and transferred it to Rubicon Minerals Corp. ("Rubicon"). Rubicon has optioned the Property to the Company.
Concurrent with closing of the Transaction, Wayne Shay shall be appointed to the board of directors of the Company. On close of the Transaction, the Company's board of directors will be: Charles Desjardins, Egil Livgard, Zara Kanji-Aquino and Wayne Shay. Zara Kanji-Aquino will also be appointed Chief Financial Officer and Doug McFaul shall be appointed Corporate Secretary.
Completion of the Transaction is subject to the following conditions:
-- Receipt of approval from the Exchange for the Transaction;
-- The Transaction constituting the Company's Qualifying Transaction.
Management of the Company intends to request that the Exchange permit the Company's common stock to resume trading on the Exchange. Any such resumption, and the timing for such resumption, in the trading of the Company's common stock is dependent upon approval of the Exchange.
On behalf of the board of
SOLDI VENTURES INC.
Per: "Charles Desjardins"
Charles Desjardins
President, CEO, CFO, Secretary and Director
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained.
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. Trading in the securities of a capital pool company should be considered highly speculative.
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 release
For further information, please contact:
Charles Desjardins
President and Director of Soldi Ventures Inc.
604-683-5445