New Klondike Exploration Ltd.

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United Reef Agrees to a Business Combination with Black Widow Resources Inc. as a Reverse Take-over

Date : Dec 5, 2011

United Reef Limited (TSXV: URP) (“United Reef”) is pleased to announce that it has signed a non-binding letter of intent (the “LOI”) with Black Widow Resources Inc. (“Black Widow”), a private company incorporated under the laws of Canada pursuant to the Canada Business Corporations Act, which outlines the general terms and conditions pursuant to which United Reef and Black Widow would be willing to complete a transaction that will result in a reverse take-over of United Reef by the shareholders of Black Widow (the “Transaction”). The LOI was negotiated at arm’s length and is effective as of December 1, 2011.

 

The LOI is to be superseded by a definitive merger or amalgamation agreement (the “Definitive Agreement”) to be completed on or before February 15, 2012 (or such other date as may be mutually agreed between the parties). The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the “TSXV”) and standard closing conditions, including the approval of the directors and shareholders of each of United Reef and Black Widow of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of United Reef and Black Widow, as well as the conditions described below. The legal structure for the Transaction will be determined after the parties have considered all applicable tax, securities law, and accounting efficiencies and it is currently contemplated will result in a merged entity continuing under the laws of Canada (the “Resulting Issuer”).
 
United Reef is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. The Transaction will constitute a “Reverse Take-Over” as such term is defined in the policies of the TSXV. United Reef is a “reporting issuer” within the meaning of the Securities Acts of Ontario, British Columbia, Alberta and Quebec.
 
Trading in the common shares of United Reef is halted at present. It is possible that the common shares of United Reef will not resume trading until the Transaction is completed and approved by the TSX-V.
 

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