07:29:16 EDT Sat 20 Apr 2024
Enter Symbol
or Name
USA
CA



Virginia Energy Resources Inc (2)
Symbol VUI
Shares Issued 64,245,614
Close 2022-12-21 C$ 0.355
Market Cap C$ 22,807,193
Recent Sedar Documents

Virginia Energy mails Jan. 19 special meeting materials

2022-12-21 20:21 ET - News Release

Mr. Walter Coles Sr. reports

VIRGINIA ENERGY ANNOUNCES MAILING AND FILING OF SPECIAL MEETING MATERIALS IN CONNECTION WITH PROPOSED ARRANGEMENT WITH CONSOLIDATED URANIUM

Virginia Energy Resources Inc. has filed with the applicable Canadian securities regulatory authorities the management information circular and related meeting materials of the company for use at the special meeting of Virginia Energy shareholders to be held in connection with the proposed plan of arrangement under the Business Corporations Act (British Columbia) involving, among others, the company and Consolidated Uranium Inc., as previously announced on Nov. 15, 2022. The Company has also mailed copies of the Meeting Materials to Shareholders entitled to vote on the Arrangement at the Meeting.

At the Meeting, Shareholders will be asked to consider and, if thought fit, to approve the Arrangement pursuant to which Consolidated Uranium will acquire all of the issued and outstanding common shares of Virginia Energy (each, a "Virginia Energy Share") that Consolidated Uranium does not currently own. Each Shareholder will receive 0.26 of a common share of Consolidated Uranium (each, a "CUR Share") for each Virginia Energy Share held (the "Exchange Ratio"). Consolidated Uranium currently owns 2,000,000 Virginia Energy Shares, representing approximately 2.87% of the currently outstanding Virginia Energy Shares. The Company has been advised that Consolidated Uranium intends to vote all of its Virginia Energy Shares in favour of the Arrangement.

THE VIRGINIA ENERGY BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE ARRANGEMENT IS IN THE BEST INTERESTS OF THE COMPANY AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT.

Benefits of the Arrangement

In evaluating the Arrangement, the Virginia Energy Board of Directors and the special committee consulted with Company's management and its advisors and, in reaching their respective conclusions and making their unanimous recommendations in support of the Arrangement, carefully considered the key benefits and advantages resulting from the Arrangement, which include, but are not limited to:

  • the Exchange Ratio implies consideration equal to approximately $0.502 per Virginia Energy Share based on the closing price of the CUR Shares on the TSX Venture Exchange ("TSXV") on November 14, 2022, the last trading day before the Arrangement was announced, representing a premium of approximately 40.9% to the Virginia Energy Share price based on the 10-day volume weighted average share price of the CUR Shares and the Virginia Energy Shares on the TSXV for the period ending November 14, 2022.
  • Current Shareholders will maintain exposure to the Coles Hill uranium project and will gain exposure to the Consolidated Uranium's properties. Current Shareholders (excluding Consolidated Uranium) will hold approximately 18.38% of the issued and outstanding shares of the combined company upon completion of the Arrangement, based on the number of securities of Consolidated Uranium and the Company issued and outstanding as of December 14, 2022.
  • The liquidity position and combined cash position of the combined company will support funding of the Coles Hill uranium project in Virginia, USA.
  • The combined company will be better positioned to pursue a growth and value maximizing strategy as compared with the Company on a standalone basis, as a result of the combined company's larger market capitalization, increased technical expertise, asset diversification and elimination of single asset risk, increased financial capacity and enhanced access to capital over the long term and the likelihood of increased investor interest and access to business development opportunities due to the combined company's larger market presence.
  • The history of Consolidated Uranium's management team in successfully completing strategic transactions.
  • Upon completion of the Arrangement, the combined company will have a broader shareholder base, expected increased trading liquidity and a larger public float than the Company presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the combined company's investor appeal. The impact of the Arrangement on all stakeholders in the Company, including Shareholders, employees, and local communities and governments, as well as the environment and the long-term interests of the Company. The Meeting and Voting

The Meeting is scheduled to be held at the offices of the Company located at Suite 650 - 1021 West Hastings Street, Vancouver, BC V6E 0C3 at 10:00 a.m. (Vancouver time) on January 19, 2023. Shareholders may vote in person at the Meeting or by proxy. Shareholders that are unable to attend the Meeting or any adjourned or postponed Meeting in person are requested to date, sign and return the form of proxy for use at the Meeting. The deadline for receipt of proxies for the Meeting is 10:00 a.m. (Vancouver Time) on January 17, 2023.

Shareholders are advised to carefully read the notice of meeting, management information circular dated December 15, 2022 and other Meeting Materials and then vote in person at the Meeting or by proxy. The Meeting Materials are available under Virginia Energy's profile on SEDAR. Only Shareholders of record as at the close of business on December 15, 2022 are eligible to vote at the Meeting.

About Virginia Energy

Virginia Energy Resources Inc. (TSXV: VUI) is a uranium development and exploration company. Virginia Energy holds a 100% controlling interest in the Coles Hill uranium project located in south central Virginia, USA.

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