Consolidated Uranium Inc. (“CUR”, the “Company”,
“Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) is
pleased to announce that the Ontario Superior Court of Justice has
granted the final order (the “
Final Order”) in
connection with the previously announced plan of arrangement under
the Business Corporations Act (Ontario) (the
“
Merger” or the “
Arrangement”),
pursuant to which, among other things, IsoEnergy Ltd.
(“
IsoEnergy”) (TSXV:ISO) will acquire all of the
issued and outstanding common shares of Consolidated Uranium not
already held by IsoEnergy or its affiliates (the “
CUR
Shares”) in exchange for 0.500 of a common share of
IsoEnergy (each whole share, an “
IsoEnergy Share”)
for each CUR Share held. As previously announced, the
Arrangement was approved by the Company’s shareholders at a special
meeting held on November 28, 2023.
The Company is also pleased to announce that it
has received written notice from the Committee on Foreign
Investment in the United States that it has concluded its review of
the Arrangement and determined that there are no unresolved
national security concerns with respect to the Arrangement.
Closing of the Arrangement remains subject to
satisfaction of certain customary closing conditions, including
stock exchange and regulatory approvals. Subject to the
satisfaction of these closing conditions, the parties currently
expect to complete the Arrangement on or around December 5,
2023.
Further details regarding the Arrangement, including the
principal closing conditions and the anticipated benefits for
Shareholders, can be found in the Company’s management proxy
circular dated October 23, 2023 in respect of the Meeting, which
can be found under the Company’s SEDAR+ profile at
www.sedarplus.ca.
Ben Lomond Option Agreement
Under the terms of the option agreement between
the Company and Mega Uranium Ltd. (“Mega”) dated
May 14, 2020, as amended (the “Option Agreement”),
pursuant to which the Company acquired the Ben Lomond project in
Australia, Mega is entitled to receive certain payments contingent
upon the attainment of certain milestones tied to the spot price of
uranium. As the Ux U3O8 Monthly Average Price exceeded USD$75/lb
(the “Pricing Threshold”), Mega is entitled
receive payment of an additional $800,000, payable in CUR Shares at
the election of CUR. As a result of the Pricing Threshold having
been met, CUR intends to deliver to Mega aggregate consideration of
$800,000 to be satisfied by the issuance of 400,000 Common Shares
at a deemed price of $2.00 per share, being the volume-weighted
average price of the CUR Shares for the five-day period ending on
November 27, 2023, being the day on which the Pricing Threshold was
achieved. All CUR Shares issued pursuant to the Option
Agreement are subject to final approval of the TSX Venture Exchange
(the “TSXV”) and will be subject to a hold period
expiring four months and one day from the applicable date of
issuance.
About Consolidated Uranium
Inc.
Consolidated Uranium Inc. (TSXV: CUR) (OTCQX:
CURUF) 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.
The Company is currently advancing its portfolio
of permitted, past-producing conventional uranium and vanadium
mines in Utah and Colorado, with a toll milling arrangement in
place with Energy Fuels Inc., a leading U.S.-based uranium mining
company. These mines are currently on stand-by, ready for rapid
restart as market conditions permit, positioning CUR as a near-term
uranium producer.
For More Information, Please Contact:
Philip WilliamsChairman and
CEOpwilliams@consolidateduranium.comToll-Free:
1-833-572-2333Twitter: @ConsolidatedUr
http://www.consolidateduranium.com
Neither TSX Venture Exchange nor its Regulations
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Statement Regarding
Forward-Looking Information
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”. These forward-looking statements or information may
relate to the anticipated closing of the Arrangement, the issuance
of the CUR Shares pursuant to the Option Agreement and the approval
of the TSXV in connection therewith, and the Company’s ongoing
business plan, exploration and work program.
Forward-looking statements are necessarily based
upon a number of assumptions that, while considered reasonable by
management at the time, are inherently subject to business, market
and economic risks, uncertainties and contingencies that may cause
actual results, performance or achievements to be materially
different from those expressed or implied by forward-looking
statements. Such assumptions include, but are not limited to,
assumptions regarding the completion of the Arrangement including
receipt of required regulatory, and stock exchange approvals, the
ability of Consolidated Uranium and IsoEnergy to satisfy, in a
timely manner, the other conditions to the closing of the
Arrangement, other expectations and assumptions concerning the
Arrangement, and that general business and economic conditions will
not change in a material adverse manner. Although Consolidated
Uranium has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information.
Such statements represent the current views of
Consolidated Uranium with respect to future events and are
necessarily based upon a number of assumptions and estimates that,
while considered reasonable by Consolidated Uranium, are inherently
subject to significant business, economic, competitive, political
and social risks, contingencies and uncertainties. Risks and
uncertainties include, but are not limited to the following:
inability of Consolidated Uranium and IsoEnergy to complete the
Arrangement, a material adverse change in the timing of any
completion and the terms and conditions upon which the Arrangement
is completed; inability to satisfy or waive all conditions to
closing the Arrangement; the TSX Venture Exchange not providing
final approval to the Arrangement and all required matters related
thereto; changes to Consolidated Uranium’s and/or IsoEnergy’s
current and future business plans and the strategic alternatives
available thereto; treatment of the Arrangement under applicable
competition laws and the Investment Canada Act; regulatory
determinations and delays. Other factors which could materially
affect such forward-looking information are described in the risk
factors in Consolidated Uranium’s most recent annual information
form, the management information circular in connection with the
Meeting and in Consolidated Uranium’s other filings with the
Canadian securities regulators which are available on the Company’s
profile on SEDAR+ at www.sedarplus.ca. Consolidated Uranium does
not undertake to update any forward-looking information, except in
accordance with applicable securities laws.
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