Consolidated Uranium Inc. (“
CUR” or the
“
Company”) (TSXV: CUR) (OTCQB: CURUF) is pleased
to announce that in connection with its previously announced
private placement of 6,792,453 units of the Company (the
“
Units”) at a price of C$2.65 per Unit (the
“
Unit Price”) for gross proceeds of C$18,000,000
(the “
Offering”), due to significant demand, Red
Cloud Securities Inc. (“
Red Cloud”), as lead
underwriter and sole bookrunner on behalf of a syndicate of
underwriters (collectively, the “
Underwriters”),
has exercised its option to purchase for resale up to 755,000
additional Units at the Unit Price to raise additional gross
proceeds of up to C$2,000,750 (the “
Over-Allotment
Option”).
Each Unit shall be comprised of one common share
in the capital of the Company (each, a “Unit
Share”) and one half of one common share purchase warrant
of the Company (each whole warrant, a “Warrant”).
Each Warrant shall be exercisable to acquire one common share
(each, a “Common Share”) of the Company at a price
per Warrant Share of C$4.00 at any time on or before the date which
is 24 months after the closing date of the Offering. Accordingly,
the Offering will be comprised of 7,547,453 Units comprised of
7,547,453 Unit Shares and 3,773,726 Warrants for aggregate gross
proceeds of C$20,000,750. The Offering is scheduled to close on or
about November 22, 2021 and is subject to certain conditions,
including, but not limited to, the receipt of all necessary
regulatory and other approvals, including the approval of the
listing of the Unit Shares and Warrant Shares on the TSX Venture
Exchange (the “TSXV”).
In addition, the Company is pleased to announce
that certain wholly-owned subsidiaries (the “EF
Parties”) of Energy Fuels Inc. (“EFR”)
have exercised their right to accelerate certain deferred cash
payments (the “Deferred Payments”) that the
Company owes to the EF Parties pursuant to the asset purchase
agreement announced on July 15, 2021 that closed on October 27,
2021. In connection with the Offering, in order to maintain EFR’s
pro-rata ownership interest in the Company, $4,968,975.25 of the
Deferred Payments is being accelerated. Accordingly, concurrently
with closing of the Offering, the Company will issue EFR 1,875,085
Common Shares and 937,542 Warrants, subject to final approval of
the TSXV.
As a result, the Offering constitutes a “related
party transaction” under Multilateral Instrument 61-101
(“MI 61-101”) because EFR, an insider of the
Company is expected to acquire 1,875,085 Common Shares and 937,542
Warrants. The Company is exempt from the requirement to obtain a
formal valuation or minority shareholder approval under MI 61-101
in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 due to
the fair market value of the Common Shares and Warrants being below
25% of the Company’s market capitalization for purposes of MI
61-101.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any State of the United States in
which such offer, solicitation or sale would be unlawful. The
securities being 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
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, the Company 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, the
Company 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.
Philip
WilliamsPresident and CEOConsolidated
Uranium Inc.pwilliams@consolidateduranium.com
Mars Investor Relations +1 647
557 6640 cur@marsinvestorrelations.com
Twitter: @ConsolidatedUr
www.consolidateduranium.com
Neither the TSXV nor its Regulations Services
Provider (as that term is defined in policies of the TSXV) 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 activities, events or
developments that the Company expects or anticipates will or may
occur in the future including the completion of the Offering; the
expected gross proceeds of the Offering; the anticipated date for
closing of the Offering; and the approval of the TSXV. 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 that
general business and economic conditions will not change in a
material adverse manner, that financing will be available if and
when needed and on reasonable terms, and that third party
contractors, equipment and supplies and governmental and other
approvals required to conduct the Company’s planned exploration
activities will be available on reasonable terms and in a timely
manner. Although the assumptions made by the Company 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: 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, and risks generally associated with the mineral
exploration industry, environmental risks, changes in laws and
regulations, community relations and delays in obtaining
governmental or other approvals. Although the Company has 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. The Company undertakes
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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