03:58:22 EDT Sun 05 May 2024
Enter Symbol
or Name
USA
CA



Consolidated Uranium Inc
Symbol CUR
Shares Issued 103,723,660
Close 2023-10-30 C$ 1.75
Market Cap C$ 181,516,405
Recent Sedar Documents

Consolidated Uranium files info circular for meeting

2023-10-31 12:56 ET - News Release

Mr. Philip Williams reports

CONSOLIDATED URANIUM ANNOUNCES FILING AND MAILING OF THE MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH ITS SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE MERGER WITH ISOENERGY

Consolidated Uranium Inc.'s notice of special meeting of shareholders and management information circular are now available on the company's website, as well as under its profile on SEDAR-plus. CUR commenced the mailing of the Circular and related materials for the Meeting to CUR's shareholders ("CUR Shareholders") on Tuesday, October 31, 2023. The Merger and Meeting Details

On September 27, 2023, IsoEnergy Ltd. ("IsoEnergy") and Consolidated Uranium entered into a definitive arrangement agreement for a share-for-share merger of IsoEnergy and Consolidated Uranium (the "Arrangement Agreement"), pursuant to which IsoEnergy will acquire all of the issued and outstanding common shares of Consolidated Uranium not already held by IsoEnergy or its affiliates (the "CUR Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement" or the "Merger").

At the Meeting, CUR Shareholders will be asked to consider a resolution (the "Arrangement Resolution") regarding the Arrangement whereby all of the issued and outstanding CUR Shares will be acquired by IsoEnergy in exchange for 0.500 of a common share of IsoEnergy (each whole share, an "IsoEnergy Share") for each CUR Share held (the "Exchange Ratio"). The Exchange Ratio was determined by giving consideration to weighted average prices for each of the IsoEnergy Shares and CUR Shares for the period ended September 26, 2023. Upon completion of the Merger, and after giving effect to the previously announced concurrent financing of Iso Energy which assumes conversion of 8,134,500 IsoEnergy subscription receipts into IsoEnergy Shares on a one-for-one basis, representing approximately 4.75% of the combined company (the "Combined Company"), existing IsoEnergy and Consolidated Uranium shareholders will own approximately 65.05% and 30.20% of the Combined Company, respectively, based on the number of CUR Shares and IsoEnergy Shares issued and outstanding as of October 20, 2023. CUR will hold the Meeting on November 28, 2023, at 10:00 a.m. (Toronto time) at the offices of Cassels Brock & Blackwell LLP, Suite 3200, Bay Adelaide Centre - North Tower, 40 Temperance Street, Toronto, Ontario. The Meeting will also be held online at meetnow.global/MJFSQPW with the ability for participation electronically as explained further in the Circular. CUR Board and Special Committee Recommendations

The Board of Directors of CUR recommends that CUR Shareholders vote

IN FAVOUR of the Arrangement Resolution

CUR Shareholders are encouraged to read the Circular and vote your CUR Shares as soon as possible. The deadline for voting your CUR Shares is at 10:00 a.m. (Toronto time) on Friday, November 24, 2023.

Strategic Rationale for the Merger

The following is a summary of the principal reasons for the unanimous recommendations of Consolidated Uranium's board of directors (the "CUR Board") and of the special committee of the CUR Board (the "Special Committee") that CUR Shareholders vote IN FAVOUR of the Arrangement Resolution.

Built for the Current Uranium Market. The Combined Company will boast an impressive suite of projects, with substantial current and historical resources, in top uranium mining jurisdictions, at varying stages of development, providing near-, medium-, and long-term leverage to rising uranium prices.

Focused Production Strategy. With the goal of building a globally significant, multi-asset, multi-jurisdiction uranium producer, the Combined Company will focus on restarting, developing and exploring its projects while looking to further expand the portfolio through M&A activity.

Complimentary Project Base. The Merger will create a globally diversified uranium company with near-term production, development and exploration projects in top-tier jurisdictions, anchored by the world's highest grade indicated uranium resource located in Canada's Athabasca Basin and fully-permitted, conventional uranium mines in the U.S. being readied for production.

Global Exploration Potential. The Merger is expected to provide investors with exposure to significant exploration upside across a diversified pipeline of properties situated in Canada, the U.S., Australia, and Argentina, consistent with Consolidated Uranium's growth strategy of diversification across the best projects in the best jurisdictions.

Outstanding Leadership. The board and management team of the Combined Company, which will include significant and proportional representation from Consolidated Uranium, will have decades of experience, and a demonstrated track record, in all facets of uranium exploration, development and operations as well as industry leading capital markets expertise including M&A and finance.

Enhanced Capital Markets Profile with Strong Shareholder Base. With an implied pro forma fully-diluted in-the-money market cap of $903.5 million (based on IsoEnergy's last closing price prior to announcement of the Merger), the Combined Company is expected to rank among the top 10 publicly traded uranium focused companies in the world, allowing for greater access to capital and trading liquidity, strengthened position for future M&A, expanded research coverage and increased attractiveness among investors and utilities. Additionally, the Combined Company will be backed by corporate and institutional investors including, NexGen Energy Ltd., Energy Fuels Inc., Mega Uranium Ltd. and Sachem Cove, a leading investor in the uranium sector.

Growing Uranium Market Presence. The scale and expertise of the Combined Company is expected to create an opportunity to increase commercial participation in the nuclear fuel market.

Strategic and Operational Synergies. The Arrangement provides the opportunity to unlock significant strategic and operational synergies through the streamlining and optimization of corporate costs, including human resources as well as the reduction of duplicative public company costs and leveraging existing assets and infrastructure. CUR Shareholders will have exposure to these synergies through their retained ownership in the Combined Company.

Additional details with respect to the Merger, the reasons for the unanimous recommendations of the CUR Board and Special Committee as well as the potential benefits and risks of the Merger are described in the Circular, which CUR Shareholders are urged to read in its entirety.

Shareholder Questions

CUR Shareholders who have any questions or require assistance with voting may contact Laurel Hill Advisory Group, Consolidated Uranium's proxy solicitation agent and shareholder communications advisor:

Laurel Hill Advisory Group Toll Free: 1-877-452-7184 (for shareholders in North America)

International: +1 416-304-0211 (for shareholders outside Canada and the US)

By Email: assistance@laurelhill.com

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, CUR 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.

CUR 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.

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