18:23:47 EDT Wed 24 Apr 2024
Enter Symbol
or Name
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CA



Laramide Resources Ltd
Symbol LAM
Shares Issued 93,757,740
Close 2016-12-05 C$ 0.225
Market Cap C$ 21,095,492
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Laramide to amend Churchrock, Crownpoint purchase terms

2016-12-05 11:25 ET - News Release

Mr. Marc Henderson reports

LARAMIDE RESOURCES SETS NEW CLOSING DATE FOR CHURCHROCK ACQUISITION AND ANNOUNCES AMENDED TERMS AND CONDITIONS

Laramide Resources Ltd. has entered into a letter of intent (LOI) to amend the definitive share purchase agreement entered into on April 6, 2016, with Uranium Resources Inc. (URI), pursuant to which Laramide will acquire URI's wholly owned subsidiary Hydro Resources Inc., which holds the Churchrock and Crownpoint properties in New Mexico. Details related to the transaction were previously provided by Laramide in press releases dated April 6, 2016, and Dec. 1, 2015.

The LOI is non-binding at this stage but contemplates that Laramide and URI will enter into a binding amendment to the agreement not later than Dec. 9, 2016, and the LOI sets the closing date for the transaction on or about Dec. 22, 2016.

The key terms related to the transaction are as follows.

  • Laramide will now pay cash on closing of $2.5-million (U.S.) (a reduction of $2.75-million (U.S.)) and will issue a three-year promissory note for $5-million (U.S.), representing a reduction of $2.25-million (U.S.). The $250,000 (U.S.) previously advanced by Laramide pursuant to the initial extension agreement (see URI press release of Oct. 3, 2016) will be applied to the $2.5-million (U.S.) payable at closing.
  • At closing, Laramide will issue common shares and warrants to URI valued at $500,000 (U.S.).
  • At closing, Laramide will grant to URI a 4-per-cent net smelter return (NSR) royalty interest on the Churchrock project valued at $4.5-million (U.S.), and this NSR can be repurchased by Laramide by the first anniversary of closing for $4.95-million (U.S.).
  • The note will be reduced from $7.25-million (U.S.) to $5-million (U.S.) and will now have three anniversary payments due as follows: $1.5-million (U.S.) in 2017, $1.5-million (U.S.) in 2018 and $2-million (U.S.) in 2019. Laramide will now have the option to satisfy up to 50 per cent of these principal payments in common shares, which will be valued based on the volume-weighted average price for Laramide's common stock for the 20 trading days before the respective anniversary of the closing on which each payment is due. Interest payment terms remain the same.
  • The purchase price for the original option by which URI could purchase Laramide's La Sal project in Lisbon Valley, Utah, will be reduced from $4-million (U.S.) to $3-million (U.S.). The option expiration date will be reduced from 15 months after the closing to 12 months after the closing.
  • Laramide will grant URI a new option to purchase Laramide's La Jara Mesa project in New Mexico for $5-million (U.S.). The expiration date for the option will also be 12 months after the closing.

Marc Henderson, president and chief executive officer of the company, stated: "In an period of almost unprecedently challenging conditions for uranium companies, we are pleased to have been able to work cooperatively with URI to fashion this revised transaction -- one that should see both sets of shareholders achieve their near-term corporate objectives and also benefit from the ultimate development of this high-quality ISR asset once industry conditions normalize. We now look forward to an expeditious closing in 2016 and to getting to work aggressively on advancing Churchrock in 2017."

The transaction remains subject to Toronto Stock Exchange and Australian Securities Exchange approvals.

In addition, the previously announced term loan extension until July 1, 2018, between the company and its lenders, Extract Capital Master Fund Ltd. and Extract Lending LLC (Extract Advisors LLC acting as agent), is expected to be effective on or about Dec. 9, 2016, subject to regulatory approval. A press release will be issued to confirm the effective date of this term loan extension.

The company also received the 85-cent-per-share distribution of cash from Khan Resources Inc. on Nov. 29, 2016.

About Laramide Resources Ltd.

Laramide is engaged in the exploration and development of high-quality uranium assets. Its wholly owned uranium assets are in Australia and the United States. Its flagship project, Westmoreland, in Queensland, Australia, is one of the largest projects currently held by a junior mining company. Its U.S. assets include La Jara Mesa in Grants, N.M., and La Sal in the Lisbon Valley district of Utah.

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