22:47:44 EDT Fri 26 Apr 2024
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or Name
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Virginia Energy Resources Inc (2)
Symbol VUI
Shares Issued 69,745,614
Close 2023-01-19 C$ 0.45
Market Cap C$ 31,385,526
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Virginia Energy shareholders OK sale to Cons. Uranium

2023-01-19 17:36 ET - News Release

Mr. Walter Coles reports

VIRGINIA ENERGY SHAREHOLDERS APPROVE PLAN OF ARRANGEMENT

Virginia Energy Resources Inc. shareholders at the special meeting held today approved the company's previously announced acquisition by Consolidated Uranium Inc.

As previously announced on Nov. 15, 2022, the acquisition will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia) involving, among others, the company and Consolidated Uranium. Under the terms of the arrangement, Virginia Energy shareholders will receive 0.26 of a common share of Consolidated Uranium (each whole share, a CUR share) for each common share of Virginia Energy held. Outstanding Virginia Energy stock options will be exchanged for replacement options to acquire CUR shares adjusted based on the exchange ratio and outstanding Virginia Energy restricted share units (RSUs) will vest and be settled for Virginia Energy shares and then be exchanged for the consideration under the arrangement.

The detailed voting results regarding the special resolution to approve the arrangement, the ordinary resolution to approve the adoption of the RSU plan of the company and the ordinary resolution to ratify and approve the prior grant of RSUs to Joseph Mullin, president of the company, are as follows:

  • With respect to the resolution to approve the arrangement, a total of 27,889,962 Virginia Energy shares were voted, representing 39.99 per cent of the total issued and outstanding Virginia Energy shares. Of the votes cast, 27,809,159 Virginia Energy shares, or 99.71 per cent, were voted in favour of the resolution. Of the votes cast by minority shareholders (being those Virginia Energy shares beneficially owned or controlled by shareholders other than Walter Coles, whose votes must be excluded from the minority vote in accordance with Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions), 15,510,214 Virginia Energy shares, or 99.48 per cent, were voted in favour of the resolution.

  • With respect to the resolution to adopt the RSU plan, a total of 27,889,962 Virginia Energy shares were voted, representing 39.99 per cent of the total issued and outstanding Virginia Energy shares. Of the votes cast by shareholders, 25,008,797 Virginia Energy shares, or 89.67 per cent, were voted in favour of the resolution.

  • With respect to the resolution to ratify and approve the prior grant of RSUs to Mr. Mullin, a total of 27,810,962 Virginia Energy shares were voted, representing 39.92 per cent of the total issued and outstanding Virginia Energy shares of disinterested shareholders (being holders of Virginia Energy shares other than Mr. Mullin). Of the votes cast by disinterested shareholders, 27,551,570 Virginia Energy shares, or 99.07 per cent, were voted in favour of the resolution.

Completion of the arrangement remains subject to receipt of the final order of the Supreme Court of British Columbia and approval of the TSX Venture Exchange, and certain other customary closing conditions. The application for the final order of the Supreme Court of British Columbia is scheduled for Jan. 23, 2023. Assuming that all conditions to closing of the arrangement are satisfied or waived, the arrangement is expected to become effective on or about Jan. 24, 2023.

Following the completion of the arrangement, the Virginia Energy shares will be delisted from, and will not be available for trading on, the TSX Venture Exchange. An application will be made for the company to cease to be a reporting issuer in the applicable jurisdictions following the completion of the arrangement.

About Virginia Energy Resources Inc.

Virginia Energy Resources is a uranium development and exploration company. The company holds a 100-per-cent controlling interest in the advanced stage Coles Hill uranium project located in south-central Virginia, USA.

We seek Safe Harbor.

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