12:28:45 EDT Mon 29 Apr 2024
Enter Symbol
or Name
USA
CA



Uravan Minerals Inc (2)
Symbol UVN
Shares Issued 5,532,901
Close 2023-03-02 C$ 0.45
Market Cap C$ 2,489,805
Recent Sedar Documents

Uravan Minerals firms up Nuclear Fuels transaction

2023-05-08 09:45 ET - News Release

Mr. Larry Lahusen reports

URAVAN MINERALS ANNOUNCES ENTERING INTO BUSINESS COMBINATION AGREEMENT WITH NUCLEAR FUELS INC.

Uravan Minerals Inc., further to its news release dated March 2, 2023, has entered into a definitive business combination agreement, dated April 19, 2023, with Nuclear Fuels Inc., pursuant to which the company has agreed to acquire all of the outstanding shares of Nuclear Fuels in exchange for 41,750,225 postconsolidated common shares of the company. It is expected that shareholders of Nuclear Fuels will hold an aggregate of approximately 90.4 per cent of the issued and outstanding common shares of the company following completion of the transaction, with current shareholders of the company holding the remaining the remaining 9.6 per cent.

Pursuant to the definitive agreement, the company will incorporate a new subsidiary that will amalgamate with Nuclear Fuels (Amalco) under the provisions of the British Columbia Business Corporations Act, resulting in Amalco being a wholly owned subsidiary of the company. Upon completion of the transaction, Uravan will continue to the province of British Columbia under the name Nuclear Fuels Inc. (the resulting issuer) and will carry on the business of Nuclear Fuels.

The definitive agreement provides that on closing of the transaction the board of directors of the resulting issuer will be composed of Larry Lahusen, Michael Collins, William Sheriff, David Miller and Eugene Spiering. In addition, Monty Sutton and Jacqueline Collins have agreed to act as the chief financial officer and the corporate secretary of the resulting issuer, respectively. Following completion of the transaction, enCore Energy U.S. Corp., a wholly owned subsidiary of enCore Energy Corp., will hold approximately 19.9 per cent of the resulting issuer.

Shareholder meeting

The company also announces that proxy materials in connection with the company's annual general and special meeting of shareholders to be held on May 23, 2023, have been mailed and sent to shareholders of the company. The meeting is being held, among other things, to approve the transaction, including a name change, share consolidation of the company's shares on the basis of one existing common share for each eight-tenths (0.8) of one postconsolidation common share, the continuation of the company from Alberta to British Columbia, the delisting of the common shares of the company from the TSX Venture Exchange, and the listing of the resulting issuer's shares on the Canadian Securities Exchange. Closing of the transaction is subject to the approval of the shareholders of each of Uravan and Nuclear Fuels being obtained, as well approval of the listing of the common shares of the company on the CSE.

The shares of Uravan were halted in connection with the announcement of the transaction and will remain halted until completion of the transaction and listing of the resulting issuer on the CSE, or until termination of the transaction. There can be no assurance that the transaction will be completed as proposed or at all. The transaction between the company and Nuclear Fuels was negotiated at arm's-length.

Information regarding Nuclear Fuels

Nuclear Fuels was incorporated on May 25, 2022, and is focused on the exploration of critical metals and uranium properties. Nuclear Fuels has two wholly owned subsidiaries, being: Hydro Restoration Corp., incorporated in the state of Delaware, which holds the Kaycee uranium property in Johnson county, Wyoming, and the Bootheel uranium project in Albany county, Wyoming; and Belt Line Resources Inc., incorporated in the state of Texas, which holds the Moonshine Springs uranium property in Mohave county, Arizona. Nuclear Fuels also holds an option to acquire the following properties: the LAB Critical Metals project in Newfoundland and Labrador, and the Hightest Bootheel uranium property in Albany county, Wyoming.

Uravan also holds the La Sal uranium project in Utah.

Nuclear Fuels is well financed, with approximate cash holdings of $7-million.

Following completion of the transaction, the business of the resulting issuer is anticipated to be primarily focused on the advancement of the LAB Critical Metals project and the Kaycee property. The resulting issuer intends to review potential exploration on its other properties.

Additional information on the transaction and Nuclear Fuels can be found in the company's information circular prepared in connection with the meeting, which can be viewed at SEDAR.

Completion of the transaction is subject to a number of conditions, including but not limited to, the completion of satisfactory mutual due diligence, TSX-V and CSE acceptance, and approval of the transaction by Uravan shareholders and Nuclear Fuels shareholders. The transaction cannot close until all necessary shareholder approvals are obtained. 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 listing 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 the company should be considered highly speculative.

We seek Safe Harbor.

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