Unitronix Corporation [UTRX-OTC-PINK] announces that the following actions were approved by the board of directors and shareholders holding a majority of the company’s outstanding capital stock: a plan of reorganization of the capital structure of its subsidiaries and affiliates, a spinoff of the entity resulting from the reorganization, and the eventual dissolution of the company. The text of the actual notice being sent to all shareholders of record follows:
Notice to Shareholders of Unitronix Corporation
We are providing this notice to advise you of recent transactions approved by the company’s board of directors and a majority of its shareholders.
In an effort to reduce some of the expense in maintaining the company’s current capital structure and to increase the company’s prospects of raising additional capital, the board of directors has approved a reorganization of the capital stock of the company’s subsidiaries and affiliates, a distribution of the capital stock of the entity resulting from the reorganization as a spinoff, and the eventual dissolution of the company.
The reorganization involves the following: (1) incorporating and organizing Unitronix Mining and Technology Inc., a new Ontario, Canada corporation (“UMT”); (2) transferring the assets of 1522923 Ontario Incorporated (“152”), the company’s wholly-owned Canadian subsidiary, Aur Lake Exploration Inc. (“Aur”), a Canadian affiliate of which the company owns 45.4% of its capital stock, and 3936449 Canada Inc. (“393”), an indirect Canadian subsidiary of which 152 owns 61.3% of its capital stock, to UMT in exchange for shares of UMT capital stock (the “UMT Shares”); (3) cause 393 to spin off its UMT Shares to 152 and its other shareholders; (4) cause 152 and Aur Lake to spinoff their respective UMT Shares to the company and Aur Lake’s other shareholders; and (5) wind up and dissolve 152, Aur, and 393.
The distribution provides that up to 80% of the UMT shares received by the company in the reorganization will be distributed to its shareholders as a spinoff. The distribution will be made to shareholders pro rata according to their holdings of the company’s capital stock as of the record date. (The remaining UMT shares will be distributed as part of the dissolution described below.) The record date and date for the spinoff have not yet been determined. However, the board of directors expects the record date to occur on or before July 9, 2011.
The dissolution involves winding up and dissolving the company. As part of this process, UMT Shares will be used to settle outstanding claims and liabilities of the company. Any remaining UMT Shares held by the company after settlement of these claims and liabilities will be distributed to the company’s shareholders in a final liquidating distribution pro rata according to their holdings of capital stock as of the record date. The record date and spinoff date for the final liquidating distribution have not yet been determined. The date of the dissolution has also not yet been determined. The board of directors expects these dates to occur sometime in the third or fourth quarter of 2011. The company plans to close its stock transfer books on the close of business on the record date for the final liquidating distribution. The appropriate officers of the company may terminate the dissolution if they determine it is in the best interests of the company.
The result of the reorganization, distribution, and eventual dissolution are that substantially all of the company’s assets which are currently held in its subsidiaries and affiliates will be held in UMT. The company’s shareholders will become shareholders in UMT.
Under New Jersey law, in the event the company fails to create an adequate contingency reserve for payment of its expenses and liabilities, or such contingency reserve is not sufficient to pay the amount ultimately found to be payable in respect of its expenses and liabilities, each shareholder could be held liable for the payment to the company’s creditors of such shareholder’s pro rata share of such excess, but limited to the amounts received by such shareholder in the dissolution.
The reorganization, spinoff, and dissolution were approved by shareholders holding a majority of the company’s outstanding capital stock on May 19, 2011 in accordance with Article I, Section 9 of the company’s bylaws and Section 14A:5-6 of the New Jersey Business Corporation Act.
Safe Harbor Statement
This press release contains forward looking statement. Such statements without limitation, statements regarding future results of operation, performance and achievements of the company and subsidiaries, including business or financing plans, business trends and other numerous factors can cause the actual results to differ materially from those stated and implied. Unitronix Corporation expressly does not undertake to update such statements.
Jack E. Shaw