Mr. Stephen Keith reports
CONSOLIDATED URANIUM ANNOUNCES PROPOSED SPIN-OUT OF LABRADOR URANIUM INC., CREATING A NEW LABRADOR FOCUSED URANIUM EXPLORER AND DEVELOPER
Consolidated Uranium Inc. is planning to create and spin out Labrador Uranium Inc. (LUR), currently a majority-controlled subsidiary of Consolidated Uranium focused on the consolidation, exploration and development of uranium projects in Labrador. In connection with the proposed spinout of LUR, the company has provided notice to exercise its option pursuant to the option agreement announced on Nov. 18, 2020, to acquire 100 per cent of the Moran Lake project.
To effect the spinout, the company has entered into an arrangement agreement with LUR, pursuant to which, among other things, the company will transfer ownership of the Moran Lake project to LUR in exchange for common shares of LUR, which the company intends to distribute to its shareholders on a pro rata basis. The company also intends to apply to list the LUR shares on the Canadian Securities Exchange. The listing will be subject to LUR fulfilling all of the requirements of the CSE.
In addition, the company and Labrador Uranium have entered into a purchase agreement with Altius Resources Inc., a wholly owned subsidiary or Altius Minerals Corp., pursuant to which LUR has agreed to acquire from Altius a 100-per-cent interest in the Central mineral belt uranium-copper project (CMB project) and the Notakwanon project (together, the Altius projects), both located in Labrador.
Transaction highlights:
-
Labrador Uranium formed as new entrant into resurgent uranium market: Purpose built to explore for and develop uranium in Labrador, it is anticipated to hold a dominant land position in the Central mineral belt of Labrador, a well-known uranium and multicommodity metal district.
-
Moran Lake expected to form cornerstone project: Located on the western side of the CMB, the Moran Lake project hosts historical uranium and vanadium mineral resources. LUR intends to focus on confirming and potentially expanding the known historic mineral resources, as well as exploring the property more generally.
-
Agreement with Altius expected to secure large land position: The approximately 125,000-hectare CMB project is located adjacent to the Moran Lake project to the east, west and south and spans to Paladin Energy's Michelin project in the east. In addition, the Notakwanon project, located in northern Labrador, is drill ready with previous evidence of high-grade uranium on surface.
-
Proposed spinout of Labrador Uranium is an attempt to unlock value for Consolidated Uranium shareholders: LUR is being spun out as a stand-alone, Canadian Securities Exchange-listed uranium exploration and development company, with Consolidated Uranium shareholders receiving their pro rata portion of the LUR shares issued to the company.
-
Experienced team in place: Under the leadership of Stephen Keith as chief executive officer and Philip Williams as chairman, the LUR management team and anticipated board of directors has decades of experience in exploration, development and finance, with a significant focus on uranium.
-
Summer 2021 work programs completed setting up for active 2022: Work programs completed this summer at the Moran Lake project and the CMB project included collecting and analyzing data from decades of historical exploration work on the CMB project by previous owners and government programs and fieldwork to verify the over 140 targets generated by this data collection and analysis. Results pending from this work are expected to be used in designing an aggressive field exploration program for 2022.
Mr. Williams, president and chief executive officer of Consolidated Uranium, commented: "We are pleased to be announcing the partnership with Altius in the formation of Labrador Uranium. We believe that the Central mineral belt is an important uranium camp in Canada, which has tremendous exploration potential for uranium and other metals. As CUR focuses on near-term production in the United States, we determined that repositioning the Moran Lake project as a part of a larger, Labrador-focused exploration portfolio would be the best way to unlock value for our shareholders. We liken this transaction to the original IPO [initial public offering] of Aurora Energy in 2006 whose main asset was the Michelin project. That company garnered a peak market cap of over $1.3-billion in 2007 and was ultimately taken over by Paladin Energy in 2011."
Mr. Keith, CEO of LUR, commented: "I am looking forward to working with such an experienced team on this exciting new uranium exploration vehicle. LUR is expected to have all the underpinnings of a dynamic and successful new player in the resurgent uranium sector: a dominant land position in a prolific camp, historic mineral resources, backing by key uranium and mining industry players in CUR and Altius, and a strong team in place with significant uranium exploration, development and finance experience. Exploration success is driven by strong teams and quality assets. Combining the excellent work completed by, and historical successes of, these companies give me great confidence in the future of Labrador Uranium. I plan on hitting the ground running with the benefit of recently completed work programs on the projects. These programs have already generated over 140 targets setting the stage for an aggressive 2022 exploration season."
Moran Lake option exercise
On Oct. 17, 2021, Consolidated Uranium provided notice to the vendor of the Moran Lake project that it has exercised the option to acquire the Moran Lake project, for total consideration of $1-million, with $500,000 to be satisfied through the issuance of 191,570 common shares of Consolidated Uranium, at a deemed price of $2.61 per Consolidated Uranium share based on the five-day volume-weighted average price of the Consolidated Uranium shares up to Oct. 15, 2021, and $500,000 in cash. In addition, the vendor will be entitled to receive certain future payments contingent upon the attainment of certain milestones tied to the spot price of uranium, as further described in the company's press release dated Nov. 18, 2020.
In accordance with the terms of the option agreement, the vendor will be granted a 1.5-per-cent net smelter returns royalty from the sale of the mineral products extracted or derived from the Moran Lake project by Consolidated Uranium, which will be transferred to LUR in connection with the arrangement. Consolidated Uranium shall have the right and option to purchase 0.5 per cent of the Moran Lake royalty for a price equal to $500,000, which Consolidated Uranium intends to retain following the transfer of the Moran Lake project to LUR pursuant to the arrangement.
All Consolidated Uranium securities issued in connection with the option agreement are subject to final approval of the TSX Venture Exchange and will be subject to a hold period expiring four months and one day from the applicable date of issuance.
The arrangement agreement
Pursuant to the arrangement agreement, among other things, Consolidated Uranium has agreed to transfer the Moran Lake project to LUR in exchange for 16 million LUR shares. Under the terms of the arrangement, the Consolidated Uranium shareholders will receive the LUR shares on a pro rata basis based on the number of Consolidated Uranium shares held at the effective date of the arrangement. There will be no change in Consolidated Uranium shareholders' proportionate ownership in Consolidated Uranium as a result of the arrangement. In addition, holders of options and warrants of Consolidated Uranium as of the effective date of the arrangement will have such securities adjusted in accordance with their terms as a result of the arrangement.
The arrangement will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). The arrangement will be subject to regulatory approval, including the approval of the TSX-V, court approval and conditional approval from the CSE for the listing, as well as approval by not less than two-thirds of the votes cast at the special meeting of the Consolidated Uranium shareholders, anticipated to be held in the first quarter of 2022. Full details of the arrangement will be included in the management information circular to be sent to Consolidated Uranium shareholders in connection with the meeting.
It is anticipated that the arrangement and listing will be completed in the first quarter of 2022.
The Altius agreements
On Oct. 17, 2021, the company and Labrador Uranium entered into the Altius agreement with Altius pursuant to which LUR has agreed to acquire the Altius projects from Altius in exchange for eight million LUR shares and a 2-per-cent gross overriding royalty on the CMB project. Completion of the Altius transaction is subject to certain closing conditions, including, among other things, completion of the arrangement and the conditional approval from the CSE for the listing.
In the event that the arrangement and listing are not completed, Altius has the right to require Consolidated Uranium to acquire the Altius projects in exchange for $3-million, to be satisfied by the issuance of Consolidated Uranium shares based on the volume-weighted average price of the Consolidated Uranium shares at the time of the exercise of the put right, subject to approval of the TSX-V. In the event that the put right is not exercised by Altius, Consolidated Uranium has the right to acquire the Altius projects on the same terms and conditions as the put right, subject to approval of the TSX-V. Any Consolidated Uranium securities issued in connection with the Altius transaction are subject to final approval of the TSX-V and will be subject to a hold period expiring four months and one day from the applicable date of issuance.
Additionally, Altius, LUR and Consolidated Uranium have agreed on an area of interest whereby the two companies will work together in generating new targets and claims to bring to LUR.
In connection with closing of the Altius transaction, LUR and Altius have agreed to enter into an investor rights agreement pursuant to which, for so long as Altius's equity ownership in LUR remains at or above 10 per cent, Altius will be entitled to equity participation rights to maintain its pro rata equity ownership in LUR. Altius has also agreed to certain resale restrictions on the LUR shares it will hold and to provide voting support in certain circumstances.
About Labrador Uranium Inc.
Management and board of directors:
- Mr. Keith, PEng, chief executive officer:
-
Experienced engineer, investment banker and executive with over 20 years in the natural resources industry;
- Lead director of Aura Minerals Inc. and a director of Sterling Metals Corp.;
- Previous positions include president and CEO of several public companies, including Rio Verde Minerals Development Corp., which Mr. Keith co-founded and took from a small private company, making several acquisitions and a public listing on the Toronto Stock Exchange through to its eventual sale to one of Brazil's largest private equity firms;
- Greg Duras, chief financial officer:
- Over 10 years of corporate and project finance experience in the resource sector;
- Currently the chief financial officer of Consolidated Uranium;
- Previous positions include vice-president of finance and administration at S.C. Rosia Montana Gold Corp. SA (RMGC), as well as controller of TSX-listed Gabriel Resources Ltd. and High River Gold Mines Ltd.;
- Mr. Williams, CFA, chairman:
- Over 20 years of mining and finance industry experience;
- Currently the president, CEO and chairman of Consolidated Uranium;
- Extensive uranium and metals and mining experience in corporate development, as a sell-side research analyst, in fund management and investment banking.
The projects
Moran Lake project (uranium-vanadium)
The Moran Lake project is an advanced-stage exploration project located within the Central mineral belt of Labrador, approximately 140 kilometres (km) north of the town of Happy Valley-Goose Bay and 85 km southwest of the coastal community of Postville on Kaipokok Bay. Access to the property is by helicopter and float plane out of Goose Bay.
Uranium was first discovered near Moran Lake by British Newfoundland Exploration Ltd. (Brinex), which conducted prospecting, geological mapping and radiometric surveying in the area from 1956 to 1958. The uranium mineralization is structurally controlled, typically hosted within fracture systems and to a lesser extent within shear zones. In outcrop, it is clear that local faulting, brecciation and alteration, all of uncertain age, are associated with the uranium-copper (U-Cu) mineralization at the Moran Lake C zone. The mineralization is epigenetic and occurs in mafic volcanics of the Joe Pond formation and Moran Lake group, as well as in overlying sedimentary rocks of the Heggart Lake formation, Bruce River group.
Uranium mineralization at the C zone mainly occurs in two distinct zones, referred to as the Upper C (UC) and Lower C (LC). Mineralization in the UC is hosted within brecciated, hematite altered and/or bleached mafic volcanics and hematitic cherts of the Joe Pond formation, while mineralization in the structurally underlying LC is hosted predominantly within chloritized (reduced) sandstones of the Heggart Lake formation. The UC also contains vanadium mineralization hosted mainly by hematized and brecciated mafic volcanic rocks of the Joe Pond formation and brecciated gabbro or diabasic intrusives. In many areas, the vanadium concentration is directly proportional to the intensity of hematization and brecciation. The occurrence of vanadium mineralization may coincide with, but is not restricted to, zones of uranium mineralization.
In January, 2011 (revised March, 2011), Crosshair Exploration & Mining Corp. published a report, entitled "Technical Report on the Central Mineral Belt (CMB) Uranium -- Vanadium Project, Labrador, Canada," which includes the mineral resource estimate set out in the attached table for the C zone. This mineral resource estimate is considered to be a historical estimate as defined under National Instrument 43-101 (Standards of Disclosure for Mineral Projects). A qualified person has not done sufficient work to classify the historical estimate as a current mineral resource and Consolidated Uranium is not treating the historical estimate as a current mineral resource. An updated technical report in prepared in accordance with NI 43-101 is under way and is expected to be completed in the fourth quarter of 2021.
CMB project (uranium and other metals)
The CMB project comprises approximately 125,000 hectares covering a significant portion of the Central mineral belt in Labrador. There are several known uranium prospects along the CMB which have been identified over decades of historical work in the region. To date, LUR, in combination with Altius, Consolidated Uranium and its advisers, has generated more than 140 targets meriting further exploration work.
The company believes the CMB is a globally significant copper and uranium region. It is an approximately 260-kilometre-long-by-75-kilometre-wide belt endowed with hundreds of copper, uranium, silver, gold, rare earth element (REE), iron and molybdenum showings. It overlies the junction of four major geological provinces and affected by major magmatic and orogenic events. Originally recognized for its copper potential, copper exploration was mostly displaced in favour of uranium in the early 2000s. This land package contains numerous occurrences of copper, gold, silver, uranium, iron and REEs, with copper, gold and magnetite content showing a strong positive correlation. Uranium occurs with hematite and/or albite dominant alteration in breccias or along shear zones.
Notakwanon project (uranium)
Located in northern Labrador, approximately 60 km west of the Labrador coast, the Notakwanon project straddles the Churchill and Nain provinces boundary. The Notakwanon project is accessible by float plane or helicopter from Hopedale, Nain or Happy Valley-Goose Bay.
Previous exploration has identified a cluster of uranium prospects with greater than 20 occurrences. Three main zones with traces of high-grade uranium mineralization have been identified. These historical exploration results include:
-
Rumble: Grab samples have returned values of up to 3.49 per cent triuranium octoxide (U3O8) and saw-cut channel samples have yielded up to 0.48 per cent U3O8 over 2.5 metres.
-
Old School: Grab samples have yielded up to 2.08 per cent U3O8.
-
Notak-1: Grab samples have yielded up to 1.81 per cent U3O8
Over all, the Notakwanon prospect is an untested, drill-ready, multitarget project with similarities to basement-style uranium deposits.
Technical disclosure and qualified person
The scientific and technical information contained in this news release was reviewed and approved by Peter Mullens (FAusIMM), Consolidated Uranium's vice-president of business development, who is a qualified person (as defined in National Instrument 43-101).
The mineral resource estimate contained in this presentation is considered to be a historical estimate as defined under NI 43-101 and has been derived from a report entitled "Technical Report on the Central Mineral Belt (Cmb) Uranium -- Vanadium Project, Labrador, Canada," dated Jan. 20, 2011, as revised March 10, 2011, prepared for Crosshair Exploration & Mining. The historical estimate was prepared by C. Stewart Wallis, PGeo, Barry A. Sparkes, PGeo, Gary H. Giroux, PEng (qualified person), using three-dimensional block models utilizing ordinary kriging to interpolate grades into each 10-metre-by-10-metre-by-four-metre-high block. For the purpose of the vanadium mineral resource estimate, a vanadium specific model was created in the Upper C rock package above the C zone thrust fault. The vanadium model is based on a wireframe solid defining the vanadium mineralized envelope using an external cut-off of approximately 0.1 per cent vanadium pentoxide (V2O5). For the purposes of the estimates, a specific gravity of 2.83 was used.
A qualified person has not done sufficient work to classify the historical estimate as a current mineral resource and Consolidated Uranium is not treating the historical estimate as a current mineral resource. The company would need to conduct an exploration program, including twinning of historical drill holes, in order to verify the Moran Lake historical estimate as a current mineral resource.
About Consolidated Uranium Inc.
Consolidated Uranium was created in early 2020 to capitalize on an anticipated uranium market resurgence using the proven model of diversified project consolidation. To date, the company has acquired or has the right to acquire uranium projects in Australia, Canada, Argentina and the United States, each with significant past expenditures and attractive characteristics for development. Most recently, the company entered a transformational strategic acquisition agreement and alliance with Energy Fuels Inc., a leading United States-based uranium mining company, to acquire a portfolio of permitted, past-producing conventional uranium and vanadium mines in the Utah and Colorado. These mines are currently on standby, ready for rapid restart as market conditions permit, positioning
Consolidated Uranium as a near-term uranium producer.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.