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or Name
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Uravan Minerals Inc (2)
Symbol UVN
Shares Issued 5,532,901
Close 2023-03-02 C$ 0.45
Market Cap C$ 2,489,805
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Uravan shareholders approve Nuclear Fuels deal at AGSM

2023-05-30 11:00 ET - News Release

Mr. Larry Lahusen reports

URAVAN MINERALS ANNOUNCES SHAREHOLDER APPROVAL OF BUSINESS COMBINATION AGREEMENT WITH NUCLEAR FUELS INC.

Uravan Minerals Inc. held its annual general and special meeting of shareholders on May 23, 2023, for the financial year ended Dec. 31, 2022. At the meeting, the shareholders passed, among other things, an ordinary resolution approving the company's acquisition of Nuclear Fuels Inc. as contemplated in the business combination agreement dated April 19, 2023, announced in a press release May 8, 2023.

Summary of the transaction

The transaction, as approved by the shareholders at the company's meeting, includes:

  • The acquisition of 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 resulting issuer's common shares, with current shareholders of the company holding the remaining the remaining 9.6 per cent;
  • A name change from Uravan Minerals to Nuclear Fuels Inc.;
  • A share consolidation of the company's common shares on the basis of one existing common share for each eight-10ths (0.8) of one postconsolidation common share;
  • The continuation of the company from Alberta to British Columbia; and
  • The listing of the common shares of the company following completion of the transaction (the resulting issuer) on the Canadian Securities Exchange (CSE), and corresponding delisting from the TSX Venture Exchange (TSX-V).

Details of the transaction between Uravan and Nuclear Fuels are set forth in the company's management information circular, which can be viewed, along with the definitive agreement at the company's website and/or the company's filings at SEDAR.

The definitive agreement provides that on closing of the transaction, the board of directors of the resulting issuer (Nuclear Fuels) will be composed of Michael Collins, William Sheriff, David Miller, Eugene Spiering and Larry Lahusen. In addition, Monty Sutton and Jacqueline Collins have agreed to act as the chief financial officer and the corporate secretary of the resulting issuer (Nuclear Fuels), 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 (Nuclear Fuels).

Trading in the common 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 (Nuclear Fuels) on the CSE, or until termination of the transaction. Closing of the transaction is subject to the approval of the listing of the common shares of the company on the CSE. 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.

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

Following completion of the transaction, the business of the resulting issuer (Nuclear Fuels) is anticipated to be focused on the advancement of the LAB Critical Metals project and the Kaycee property. The resulting issuer intends to review potential exploration opportunities on its other properties and actively investigate other potential uranium acquisitions. Further information on Nuclear Fuels' current project holdings is available in the company's management information circular.

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