Energy Fuels Inc. ("Energy Fuels") (TSX:EFR) and Strathmore
Minerals Corp. ("Strathmore") (TSX:STM)(OTCQX:STHJF) are pleased to
announce that the companies have entered into a definitive
arrangement agreement (the "Arrangement Agreement") with respect to
the transaction previously announced on May 24, 2013 (the
"Transaction"). A link to that announcement is provided below:
http://www.marketwire.com/press-release/energy-fuels-signs-letter-intent-acquire-strathmore-minerals-creating-one-largest-uranium-tsx-efr-1794648.htm
Pursuant to the Transaction, Energy Fuels will acquire by way of
a plan of arrangement in accordance with the Business Corporations
Act (British Columbia), all of the issued and outstanding common
shares of Strathmore. Strathmore shareholders will receive 1.47
common shares of Energy Fuels for each common share of Strathmore
held (the "Exchange Ratio"), resulting in the shareholders of
Strathmore owning approximately 21% of the issued and outstanding
shares of Energy Fuels upon completion of the Transaction based on
Energy Fuels' current common shares outstanding.
The Arrangement Agreement contains customary deal support
provisions, including a reciprocal expense reimbursement fee of
$650,000 payable to the other party if either party does not obtain
shareholder approval of the Transaction, as well as a reciprocal
break fee of $1,300,000 payable if the Transaction is not completed
in certain other circumstances. In addition, the Arrangement
Agreement includes customary non-solicitation covenants by
Strathmore, as well as the right for Energy Fuels to match any
superior proposal that may arise.
The completion of the Transaction is subject to satisfaction of
certain customary conditions, including but not limited to, Energy
Fuels and Strathmore shareholder approval, court and regulatory
approvals including acceptance by the Toronto Stock Exchange. The
shareholders of Energy Fuels and Strathmore will each be asked to
approve the Transaction at respective special shareholder meetings
to be held in August 2013.
Haywood Securities Inc., joint financial advisor along with
Dundee Securities Ltd. to Energy Fuels and its board of directors,
has provided an opinion to the effect that, as of the date hereof
and subject to the assumptions, limitations and qualifications set
out therein, the Exchange Ratio offered by Energy Fuels to
shareholders of Strathmore pursuant to the Transaction is fair,
from a financial point of view, to Energy Fuels.
Raymond James Ltd., financial advisor to Strathmore and its
board of directors, has provided an opinion to the effect that, as
of the date hereof and subject to the assumptions, limitations and
qualifications set out therein, the Exchange Ratio offered by
Energy Fuels to shareholders of Strathmore pursuant to the
Transaction is fair, from a financial point of view, to Strathmore
shareholders.
Joint Conference Call Thursday, June 20, 2013 at 4:30pm ET
Energy Fuels and Strathmore will host a joint conference call on
Thursday, June 20, 2013 at 4:30pm ET to discuss the Transaction and
its related benefits to both Energy Fuels and Strathmore
shareholders. Details for the conference call are forthcoming, and
will be posted to the Energy Fuels and Strathmore websites
(www.energyfuels.com and www.strathmoreminerals.com), when
available. An investor presentation that will be discussed on the
conference call will also be available on both websites,
approximately 1 hour prior to the commencement of the live
conference call, in addition to a live audio webcast.
A replay of the conference call and archived version of the
webcast will be made available until June 28 2013. Investors will
be able to listen to the replay and access the webcast, which will
be archived at both websites.
About Energy Fuels Inc.
Energy Fuels Inc. is America's largest conventional uranium
producer, supplying approximately 25% of the uranium produced in
the U.S., and is also a significant producer of vanadium. The
company operates the White Mesa Mill, which is the only
conventional uranium mill currently operating in the U.S., capable
of processing 2,000 tons per day of uranium ore. Energy Fuels has
projects located throughout the Western U.S., including producing
mines and mineral properties in various stages of permitting and
development.
Additional information about Energy Fuels Inc. is available by
visiting Energy Fuels' website at www.energyfuels.com or under its
profile on SEDAR at www.sedar.com.
About Strathmore Minerals Corp.
Strathmore Minerals Corp. is a Canadian based resource company
specializing in the strategic acquisition, exploration and
development of mineral properties in the United States.
Headquartered in Vancouver, British Columbia with a branch
administrative office in Kelowna, the company also has U.S. based
Development Offices in Riverton, Wyoming and Santa Fe, New
Mexico.
Additional information about Strathmore Minerals Corp. is
available by visiting Strathmore's website at
www.strathmoreminerals.com or under its profile on SEDAR at
www.sedar.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release, including
any information relating to the proposed Transaction between Energy
Fuels and Strathmore, the benefits and synergies of the
Transaction, future opportunities for the combined company and any
other statements regarding Energy Fuels' and Strathmore's future
expectations, beliefs, goals or prospects constitute
forward-looking information within the meaning of applicable
securities legislation (collectively, "forward-looking
statements"). All statements in this news release that are not
statements of historical fact (including statements containing the
words "expects", "does not expect", "plans", "anticipates", "does
not anticipate", "believes", "intends", "estimates", "estimates",
"projects", "potential", "scheduled", "forecast", "budget" and
similar expressions) should be considered forward-looking
statements. All such forward-looking statements are subject to
important risk factors and uncertainties, many of which are beyond
Energy Fuels' and Strathmore's ability to control or predict. A
number of important factors could cause actual results or events to
differ materially from those indicated or implied by such
forward-looking statements, including without limitation: the
parties' ability to consummate the Transaction; the conditions to
the completion of the Transaction, including the receipt of
shareholder approval, court approval or the regulatory approvals
required for the Transaction may not be obtained on the terms
expected or on the anticipated schedule; the parties' ability to
meet expectations regarding the timing, completion and accounting
and tax treatments of the Transaction; the volatility of the
international marketplace; and other risk factors as described in
Energy Fuels' and Strathmore's most recent annual information forms
and annual and quarterly financial reports.
Energy Fuels and Strathmore assume no obligation to update the
information in this communication, except as otherwise required by
law. Additional information identifying risks and uncertainties is
contained in Energy Fuels' and Strathmore's respective filings with
the various provincial securities commissions which are available
online at www.sedar.com. Forward-looking statements are provided
for the purpose of providing information about the current
expectations, beliefs and plans of the management of each of Energy
Fuels and Strathmore relating to the future. Readers are cautioned
that such statements may not be appropriate for other purposes.
Readers are also cautioned not to place undue reliance on these
forward-looking statements, that speak only as of the date
hereof.
Contacts: Strathmore Minerals Corp. Craig Christy Investor
Relations Toll Free: 1-800-647-3303info@strathmoreminerals.com
www.strathmoreminerals.com Contacts: Energy Fuels Inc. Curtis Moore
Investor Relations (303) 974-2140 or Toll Free:
1-888-864-2125investorinfo@energyfuels.com www.energyfuels.com
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