U3O8 Corp. Enters into Option Agreement to Sell its Laguna Salada Project – First Step in Corporate Restructuring
Toronto, Ontario – December 14, 2020 – U3O8 Corp. (NEX: UWE.H), (“U3O8” or the “Company”) announces that it has entered into an agreement whereby International Consolidated Uranium Inc. (TSXV:CUR) has the option to acquire the Laguna Salada uranium-vanadium deposit in Argentina.
U3O8 Corp.’s President & CEO, Dr. Richard Spencer commented, “The Board of U3O8 Corp. has mapped out an alternative course for the Company that involves a change in focus that will unfold in due course. The first step in the restructuring is signing today’s agreement through which International Consolidated Uranium Inc. (“CUR”) has purchased an option to acquire the Laguna Salada deposit in Argentina. In a short period of time CUR has assembled an impressive portfolio of uranium projects in Canada and Australia. Through the common shares in CUR that the Company will obtain upfront, through option payments, and if the option is exercised, shareholders of U3O8 Corp. will continue to participate in the sector via exposure to a broader spectrum of uranium deposits in multiple jurisdictions. Furthermore, certain acceleration clauses have been included in the agreement to incentivize CUR to exercise its option prior to the end of the two-year term of the option.”
The definitive agreement is subject to regulatory approval.
Terms of the Option Agreement
Pursuant to the Option Agreement, CUR has secured the option to acquire a 100% interest in the Laguna Salada Project (the “Option”) in consideration for the following:
- C$50,000 payment to be utilized for property expenditures;
- On U3O8 Corp. obtaining requisite regulatory approvals within six months of signature of the Option Agreement:
- Issuance of common shares to the value of C$125,000 in the capital of the CUR (the “Common Shares”), priced at the 5-day volume weighted average price (“vwap”) one business day prior to the date that the TSX Venture Exchange (the “TSXV”) provides conditional approval of the Option Agreement (the “Effective Date”); and
- a cash payment of C$175,000 to U3O8 Corp. by CUR.
The Option is exercisable at CUR’s election on or before the second anniversary of the Effective Date, for additional consideration of C$1,500,000 in Common Shares or cash, at CURs election. If the Option remains unexercised on the six-month anniversary of the Effective Date, U3O8 Corp. is entitled to C$50,000 in cash to be utilized for further property expenditures.
If CUR elects to exercise the Option, U3O8 Corp. will also be entitled to receive the following uranium spot price contingency payments:
|Uranium Spot Price (USD)||Vendor Payment (Cash or Shares)|
Within five business days of the spot price of uranium reaching USD$50 U3O8 Corp. will have the option to receive $250,000, in cash or shares at CURs election, in lieu of each of the USD$75 and USD$100 spot price contingent payments. The spot price contingent payments will expire 10 years following the date the option is exercised.
Further U3O8 Corp. has the one-time right, exercisable on either the date that is six months or twelve months following the Effective Date of the Option Agreement, to force CUR to exercise the option and satisfy the remaining portion of the purchase price by issuing such number of CUR shares to U3O8 Corp. that results in U3O8 Corp., together with the CUR shares already owned by U3O8 Corp, owning an aggregate number of CUR shares equal to 9.9% of the total number of issued and outstanding CUR Shares after giving effect to such issuance. Notwithstanding, subject to the 5 day vwap of CUR’s Shares equalling C$1.00 or greater, in the event that CUR can issue sufficient CUR Shares to U3O8 Corp. to satisfy the remain portion of the Purchase Price without U3O8 Corp. holding more than 9.9% of the issued and outstanding CUR Shares, then CUR shall issue such number of CUR Shares to U3O8 to satisfy that portion of the remaining Purchase Price.
All securities issued in connection with the Option Agreement are subject to a hold period expiring four months and one day from the date of issuance.
About U3O8 Corp.
U3O8 Corp. is focused on exploration and development of deposits of uranium and battery commodities in South America. Battery commodities that occur with uranium resources include vanadium, nickel, zinc and phosphate. The Company’s mineral resources estimates were made in accordance with National Instrument 43-101, and are contained in the following deposits:
- Laguna Salada Deposit, Argentina – a PEA shows this near surface, free-digging uranium – vanadium deposit has low production-cost potential; and
- Berlin Deposit, Colombia – a PEA shows that Berlin also has low-cost uranium production potential due to revenue that would be generated from by-products of phosphate, vanadium, nickel, rare earths (yttrium and neodymium) and other metals that occur within the deposit.
A PEA is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.
About International Consolidated Uranium
International Consolidated Uranium Inc. (formally, NxGold Ltd.) is a Vancouver-based exploration and development company. The Company has entered option agreements to acquire five uranium projects in Australia, Canada and Argentina each with significant past expenditures and attractive characteristics for development; with Mega Uranium Ltd. (TSX: MGA) the right to acquire a 100% interest in the Ben Lomond and Georgetown uranium projects in Australia; with IsoEnergy Ltd. (TSXV: ISO) the right to acquire a 100% interest in the Mountain Lake uranium project in Nunavut, Canada; with a private individual the right to acquire a 100% interest in the Moran Lake uranium and vanadium project in Labrador, Canada; and with U3O8 Corp. (TSXV: UWE.H), the right to acquire a 100% interest in the Laguna Salada uranium and vanadium project in Argentina. The Company entered into the Mountain lake option agreement with IsoEnergy on July 16, 2020, and the transaction remains subject to regulatory approval, as does the transaction with U3O8 Corp. on the Laguna Salada Project. In addition, the Company owns 80% of the Mt. Roe gold project located in the Pilbara region of Western Australia and has entered into an earn-in agreement with Meliadine Gold Ltd. to earn up to a 70% interest in the Kuulu Project (formerly known as the Peter Lake Gold Project) in Nunavut.
For further information, please contact:
Richard Spencer, President & CEO, U3O8 Corp.,
Tel: (647) 292-0225
This news release includes certain “forward looking statements” related with the development plans, economic potential and growth targets of U3O8 Corp’s projects. Forward-looking statements consist of statements that are not purely historical, including statements regarding beliefs, plans, expectations or intensions for the future, and include, but not limited to, statements with respect to: (a) the completion of a reactivation transaction; (b) the low-cost and near-term development of Laguna Salada, (c) the Laguna Salada and Berlin PEAs, (d) the potential of the Kurupung district in Guyana, (e) impact of the U- pgradeTM process on expected capital and operating expenditures, and (f) the price and market for uranium. These statements are based on assumptions, including that: (i) the ability to find a profitable undertaking or successfully conclude a purchase of such an undertaking at all or on terms which are commercially acceptable; (ii) actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will continue to be positive and proceed as planned, and assumptions in the Laguna Salada and Berlin PEAs prove to be accurate, (iii) a joint venture will be formed with the provincial petroleum and mining company on the Argentina project, (iv) requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to U3O8 Corp., (v) economic, political and industry market conditions will be favourable, and (vi) financial markets and the market for uranium will improve for junior resource companies in the short-term. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in such statements, including, but not limited to: (1) changes in general economic and financial market conditions, (2) changes in demand and prices for minerals, (3) the Company’s ability to source commercially viable reactivation transactions and / or establish appropriate joint venture partnerships, (4) litigation, regulatory, and legislative developments, dependence on regulatory approvals, and changes in environmental compliance requirements, community support and the political and economic climate, (5) the inherent uncertainties and speculative nature associated with exploration results, resource estimates, potential resource growth, future metallurgical test results, changes in project parameters as plans evolve, (6) competitive developments, (7) availability of future financing, (8) the effects of COVID-19 on the business of the Company, including, without limitation, effects of COVID-19 on capital markets, commodity prices, labour regulations, supply chain disruptions and domestic and international travel restrictions, (9) exploration risks, and other factors beyond the control of U3O8 Corp. including those factors set out in the “Risk Factors” in our Annual Information Form dated March 27, 2019 for the fiscal year ended December 31, 2018 available on SEDAR at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. U3O8 Corp. assumes no obligation to update such information, except as may be required by law. For more information on the above-noted PEAs, refer to the September 18, 2014 technical report titled “Preliminary Economic Assessment of the Laguna Salada Uranium-Vanadium Deposit, Chubut Province, Argentina” and the January 18, 2013 technical report titled “U3O8 Corp. Preliminary Economic Assessment on the Berlin Deposit, Colombia.”
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.