Consolidated Uranium Inc. (“
CUR”
or “
Consolidated Uranium”) (TSXV: CUR) (OTCQB:
CURUF) and Labrador Uranium Inc. (“LUR” or “Labrador Uranium”) are
pleased to announce that the previously announced spin-out of
Labrador Uranium through a plan of arrangement under the Business
Corporations Act (Ontario) (the “Arrangement”) has been completed.
The Arrangement was effective at 12:01 a.m. (Toronto time) on
February 22, 2022 (the “Record Date”).
Pursuant to the Arrangement, CUR transferred
ownership of the Moran Lake Project in Labrador (the “Moran Lake
Project”) to LUR in exchange for 16,000,000 common shares of LUR
(the “LUR Shares”) and LUR has assumed the obligations of CUR
pursuant to: (i) the original option agreement for the Moran Lake
Project, to make certain future payments to the vendor (the
“Vendor”) contingent upon the attainment of certain milestones tied
to the spot price of uranium and (ii) the royalty agreement between
CUR and the Vendor, which provides the Vendor with a 1.5% net
smelter returns royalty on the sale of the mineral products
extracted or derived from the Moran Lake Project (the “Moran Lake
Royalty”). CUR retained the right to purchase 0.5% of the Moran
Lake Royalty for $500,000.
CUR will distribute 16,000,000 LUR Shares it
received under the Arrangement to holders (the “CUR Shareholders”)
of common shares of CUR (the “CUR Shares”) on a pro rata basis,
such that CUR Shareholders as of 12:01 a.m. on the Record Date will
receive 0.214778 of a LUR Share for each CUR Share held by such
holder as at the Record Date. CUR Shareholders of record as of the
Record Date are entitled to receive LUR Shares in respect of the
CUR Shares they hold. No additional action is required by
registered CUR Shareholders in order to receive LUR Shares, and
they will retain any certificates or direct registration statements
representing their CUR Shares. It is expected that DRS statements
representing the LUR Shares to which the registered CUR
Shareholders are entitled to under the Arrangement will be mailed
out on February 25, 2022.
In addition, Labrador Uranium has completed the
previously announced acquisition (the “Altius Transaction”) of a
100% interest in the Central Mineral Belt Uranium-Copper Project
(the “CMB Project”) and the Notakwanon Project (the “Notakwanon
Project” together, the “Altius Projects”) in Labrador, from Altius
Resources Inc., a wholly-owned subsidiary of Altius Minerals
Corporation (TSX: ALS) (“Altius”). As consideration for the Altius
Projects, Labrador Uranium has issued 8,000,000 LUR Shares to
Altius and granted Altius a 2% gross overriding royalty on the
Altius Projects.
In connection with the Arrangement, the
previously announced subscription receipt financing (the
“Offering”) conducted by Labrador Uranium has been completed.
Accordingly, 11,428,571 subscription receipts of LUR (each, a
“Subscription Receipt”) were converted into 11,428,571 LUR Shares
and 5,714,285 common share purchase warrants of LUR (each, a
“Warrant”). Each Warrant entitles the holder to purchase one LUR
Share at a price of $1.05 until February 22, 2024. As a result of
the conversion of the Subscription Receipts, $7,365,745.64 that was
previously held in escrow has been released to Labrador Uranium.
Red Cloud Securities Inc. acted as lead agent and sole bookrunner
on behalf of a syndicate of agents including Haywood Securities
Inc. and PI Financial Corp. in connection with the Offering.
LUR has received the conditional approval of the
Canadian Securities Exchange (the “CSE”) for listing of the LUR
Shares (the “Listing”). Listing is subject to the final approval of
the CSE in accordance with its original listing requirements.
Listing is expected to be completed the week of February 28,
2022.
This news release does not constitute an offer
of securities for sale in the United States. The securities offered
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and such securities may not be
offered or sold within the United States absent U.S. registration
or an applicable exemption from U.S. registration requirements.
About Consolidated Uranium
Inc.
Consolidated Uranium Inc. (TSXV: CUR) (OTCQB:
CURUF) was created in early 2020 to capitalize on an anticipated
uranium market resurgence using the proven model of diversified
project consolidation. To date, Consolidated Uranium 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, Consolidated Uranium completed a transformational
strategic acquisition and alliance with Energy Fuels Inc., a
leading U.S.-based uranium mining company, and acquired a portfolio
of permitted, past-producing conventional uranium and vanadium
mines in Utah and Colorado. These mines are currently on stand-by,
ready for rapid restart as market conditions permit, positioning
CUR as a near-term uranium producer.
About Labrador Uranium Inc.
Labrador Uranium is engaged in the exploration
and development of uranium projects in Labrador, Canada. The
Company has acquired the Moran Lake and CMB Projects covering over
139,000 ha in the prolific Central Mineral Belt (CMB) in central
Labrador and the Notakwanon Project in northern Labrador. Both the
Moran Lake Project, which hosts historical uranium mineral
resources, and the CMB Project, located adjacent to Paladin
Energy’s Michelin uranium deposit, have had substantial past
exploration work completed with numerous targets with uranium,
copper and IOCG style mineralization. The Notakwanon Project is
underexplored but drill ready. All three projects are expected to
be the focus of an aggressive exploration program in 2022.
For More Information with respect to
Consolidated Uranium, Please Contact
Philip WilliamsChairman
& CEOpwilliams@consolidateduranium.com
Mars Investor Relations+1 647
557 6640cur@marsinvestorrelations.com
Twitter: @ConsolidatedUrwww.consolidateduranium.com
For More Information with respect to
Labrador Uranium, Please Contact
Stephen
KeithCEOskeith@labradoruranium.com
Mars Investor Relations+1 647
557 6651lur@marsinvestorrelations.com
Twitter: @LabradorUrwww.labradoruranium.com
Neither the TSXV 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 news release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. “Forward-looking information” includes, but is not
limited to, statements with respect to the anticipated timing for
mailing of the LUR Shares to CUR Shareholders and the Listing; and
other activities, events or developments that are expected,
anticipated or may occur in the future. Generally, but not always,
forward-looking information and statements can be identified by the
use of words such as “plans”, “expects”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or
“believes” or the negative connotation thereof 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” or the negative connotation thereof. Such
forward-looking information and statements are based on numerous
assumptions, including the ability of the parties to receive, in a
timely manner and on satisfactory terms, necessary regulatory
approvals; the ability of the parties to satisfy, in a timely
manner, the other conditions to the completion of the Listing; and
that general business and economic conditions will not change in a
material adverse manner. Although the assumptions made in providing
forward-looking information or making forward-looking statements
are considered reasonable by management at the time, there can be
no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also
involve known and unknown risks and uncertainties and other
factors, which may cause actual events or results in future periods
to differ materially from any projections of future events or
results expressed or implied by such forward-looking information or
statements, including, among others: the diversion of management
time on transaction-related issues; expectations regarding negative
operating cash flow and dependence on third party financing,
uncertainty of additional financing, no known mineral reserves or
resources, reliance on key management and other personnel,
potential downturns in economic conditions, actual results of
exploration activities being different than anticipated, changes in
exploration programs based upon results, risks generally associated
with the mineral exploration industry, environmental risks, changes
in laws and regulations, community relations, delays in obtaining
governmental or other approvals and the risk factors with respect
to Consolidated Uranium set out in CUR’s annual information form in
respect of the year ended December 31, 2020 and with respect to
Labrador Uranium set out in CUR’s management information circulated
dated January 6, 2022 , in each case filed with the Canadian
securities regulators and available under CUR’s profile on SEDAR at
www.sedar.com.
Although CUR and LUR have attempted to identify
important factors that could cause actual results to differ
materially from those contained in the forward-looking information
or implied by 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 forward-looking
information and statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on forward-looking statements or information.
CUR and LUR undertake no obligation to update or reissue
forward-looking information as a result of new information or
events except as required by applicable securities laws.
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