CALGARY,
AB, May 30, 2023 /CNW/ - Uravan Minerals
Inc. ("Uravan" or the "Company") (TSXV:
UVN) held its Annual General and Special Meeting of
shareholders on May 23, 2023, for the
financial year ended December 31,
2022 (the "Meeting"). At the Meeting the shareholders
passed, among other things, an ordinary resolution approving the
Company's acquisition of Nuclear Fuels Inc. ("Nuclear Fuels") (the
"Transaction") as contemplated in the Business Combination
Agreement dated April 19, 2023 (the
"Definitive Agreement"), 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 post-consolidated common shares of
the Company. It is expected that shareholders of Nuclear Fuels will
hold an aggregate of approximately 90.4% of the Resulting Issuer's
common shares, with current shareholders of the Company holding the
remaining the remaining 9.6%.
- a name change from Uravan Minerals Inc. to Nuclear Fuels
Inc.,
- a share consolidation of the Company's Common Shares on the
basis of one existing common share for each eight-tenths (0.8) of
one post-consolidation 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 ("TSXV").
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: www.uravanminerals.com and/or the Company's filings at
www.sedar.com.
The Definitive Agreement provides that on closing of the
Transaction the board of directors of the Resulting Issuer (Nuclear
Fuels) will be comprised 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 US Corp,
a wholly owned subsidiary of enCore Energy Corp. (NYSE:EU, TSXV:EU)
will hold approximately 19.9% 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 for critical metals
and natural uranium occurrences. Nuclear Fuels owns two wholly
owned subsidiaries, being: Hydro Restoration Corporation
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: LAB Critical
Metals project in Newfoundland and
Labrador and Hightest Bootheel
uranium property in Albany County,
Wyoming.
Nuclear Fuels is well funded with approximate cash holdings of
$7 million (Canadian Dollars).
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 (Nuclear Fuels) 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.
Completion of the Transaction is subject to a number of
conditions, including but not limited to approval for listing of
the resulting company on the CSE. 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.
Neither the TSX Venture Exchange, Inc. nor its Regulation
Services Provider (as that term is defined in the polices of the
TSX Venture Exchange) has approved or disapproved of the contents
of this press release
SOURCE Uravan Minerals Inc.
