Re: Cash Offer

RNS Number:4642Y
UraMin Inc
15 June 2007

15 June 2007



       AREVA Announces US$ 7.75 Per Share Friendly Cash Offer for UraMin



  * 100% cash offer

  * Attractive premium of 21% over UraMin 20-day average share price(1) as of
    June 8, 2007

  * AREVA and UraMin entered into a support agreement in respect of AREVA's
    offer to acquire all the outstanding UraMin shares by way of a take-over bid

  * Full support of UraMin Board of Directors

  * Lock-up agreements in respect of approximately 25% of shares

  * An acquisition which perfectly fits into AREVA's strategy to significantly
    increase its uranium production in the medium term


Paris, June 15, 2007 - AREVA and UraMin Inc. ("UraMin") today entered into an
agreement in respect of AREVA's friendly cash offer for 100% of the share
capital of UraMin (the "Offer"). UraMin is listed in London (AIM) and Toronto
(TSX). AREVA (Euronext Paris) already owns 5.5% of UraMin's share capital.

This cash offer of AREVA will be made through its indirect wholly-owned
subsidiary CFMM Developpement ("AREVA") based on a price of US$ 7.75 per UraMin
share. The total offer consideration amounts to more than USD 2.5 billion for
100% of the fully diluted share capital of UraMin(3). This represents a premium
of 21% over UraMin 20-day weighted average trading price1 ending on June 8, 2007
(2).

The UraMin Board of Directors, after consulting with its financial advisors, has
determined that the offer is fair and in the best interest of the UraMin
shareholders and it has resolved to recommend acceptance of the Offer.  BMO
Capital Markets has provided an opinion that the offer is fair, from a financial
point of view, to the UraMin shareholders.

In connection with the offer, all directors and certain other shareholders
representing approximately 25% of the outstanding UraMin shares (calculated on a
fully diluted basis) have entered into lock-up agreements with AREVA pursuant to
which they have agreed to tender all their UraMin shares to AREVA's offer.

The support agreement entered into between AREVA and UraMin provides for, among
other things, in case a superior proposal is accepted by UraMin, a right to
match in favour of AREVA.

The support agreement also includes a break up fee in favour of AREVA of US$ 75
million under certain circumstances.

The offer and take-over circular will be mailed to UraMin shareholders in the
coming days. The offer period will be open for not less than 35 days. The offer
is conditional upon, in particular, the tendering of a minimum of 75% of the
outstanding UraMin's shares on a fully diluted basis, including the 5.5% shares
held by AREVA.

Concurrently with the closing of the proposed offer, UraMin will declare a
dividend payable in shares of the capital of Niger Uranium Limited held by
UraMin (where permitted by law) or a cash equivalent of the value of such
shares.  Further details will be provided at the time of the mailing of UraMin
Directors' Circular.



                                     =====



(1) Calculated based on UraMin's 20-day volume weighted average trading price on
the Alternative Investment Market of the London Stock Exchange ending on June 8,
2007

(2) Last trading day prior to the date on which UraMin announced it had entered
into negotiations regarding a potential sale of the company

(3) The existing number of UraMin shares is currently about 277M. Given the
number of options and warrants that have been emitted, UraMin share capital is
made of  323M of shares on a fully diluted basis




"UraMin has benefited from its founders' dynamism and know-how to identify
significant mining resources on the African continent. The commissioning of
these assets would enable AREVA to develop and further diversify its sourcing,
thereby securing its clients' long term uranium needs.



UraMin's acquisition perfectly fits into AREVA's strategy in the mining sector.
It will allow combining the mining resources of both companies, as well as their
respective human expertise. For AREVA, it will result into a significant
increase of its uranium production in the medium term.



Through the main projects, located in South Africa, Namibia, and Central African
Republic, AREVA plans to reach a yearly production of about 18m Lbs of U3O8 by
2012. AREVA has the technical and commercial capabilities to rapidly commission
UraMin projects and market its production. explains Olivier Mallet, AREVA Senior
Executive Vice President of the Mining, Chemistry and Enrichment sector of
AREVA.



Mr. Stephen R. Dattels, UraMin's founder and Executive Deputy Chairman said
today that "UraMin's potential production capability gives AREVA the opportunity
to strengthen its position as one of the largest uranium producers in the world.
Combined with the integrated business model of AREVA all along the nuclear value
chain, access to long-term sources of uranium will reinforce AREVA's ability to
provide security of supply to its costumers. For UraMin's shareholders, the
proposed offer by AREVA provides a unique opportunity to realize an attractive
premium today and to participate in an exciting new uranium vehicle with drill
ready properties in Niger."



Mr. Dattels went on to say, "I would like to thank the directors, management and
employees of UraMin for their tremendous contribution since the inception of
UraMin in 2005. Their hard work and vision enabled us to create over US$2.5
billion of market value in just over two years time, making UraMin a major
success story in the mining sector."



BMO Capital Markets is acting as financial advisors to UraMin and Heenan Blaikie
LLP is acting as legal counsel to UraMin.



NM Rothschild & Sons Canada Limited is acting as financial advisor to AREVA and
Blake Cassels & Graydon LLP is acting as legal counsel to AREVA.





FOR FURTHER INFORMATION ON THE OFFER:



A conference call will take place today, June 15, at 4:00pm CET.

To reach the conference, please call:



- From France: [phone]

- From North America: [phone]

- From UK: [phone]



To access to the slide-show, click on the following link: http://
www.finance.areva.com/20070615/uramin/



More about AREVA

With manufacturing facilities in 41 countries and a sales network in more than
100 countries, AREVA offers customers reliable technological solutions for
CO2-free power generation and electricity transmission and distribution. We are
the world leader in nuclear power and the only company to cover all industrial
activities in this field. Our 61.000 employees are committed to continuous
improvement on a daily basis, making sustainable development the focal point of
the group's industrial strategy. AREVA's businesses help meet the 21st century's
greatest challenges: making energy available to all, protecting the planet, and
acting responsibly towards future generations. www.areva.com



www.areva.com



Press Office : Charles Hufnagel/Julien Duperray
T: [phone] [e-mail]
Investors Relations : Frederic Potelle
T: [phone] [e-mail]



More about UraMin

UraMin Inc. (www.uramin.com) was founded in February 2005 and its shares are
traded on the AIM market of the London Stock Exchange and the Toronto Stock
Exchange under the symbol 'UMN'. The Company was established to acquire and
develop mineral properties, predominantly uranium. The Company currently has
working capital of approximately US$285 million and a market capitalization of
approximately US$2 billion on an undiluted basis.


UraMin is currently focusing on the development of its advanced exploration
projects at Trekkopje in Namibia, Bakouma in the Central African Republic and
Ryst Kuil in South Africa. Through the South African joint venture, UraMin also
enjoys additional prospecting license applications for important uranium
deposits in the Karoo, South Africa.


For further information:
UraMin Inc
Neil Herbert, Finance Director
Tel: [phone]
Stephen R. Dattels, Executive Deputy Chairman
Tel: [phone]





Legal Notice

This announcement does not constitute or form part of any offer to sell or
invitation to purchase any securities or solicitation of an offer to buy any
securities, pursuant to the Offer or otherwise. The Offer will be made solely by
the formal offer and take-over bid circular, which will contain the full terms
and conditions of the Offer, including details of how the Offer may be accepted.

This announcement is for information purposes and is not a substitute for the
formal offer and take-over bid circular. Copies of the offer and take-over bid
circular and other materials relating to the Offer can be obtained when they
become available free of charge at the SEDAR website at www.sedar.com.


Forward-Looking Statements

This document contains statements which are, or may be deemed to be, "forward
looking statements" which are prospective in nature. Forward-looking statements
are not based on historical facts, but rather on current expectations and
projections about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. Often,
but not always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Such statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Such forward looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of UraMin to be materially
different from any future results, performance or achievements expressed or
implied by the forward looking statements. Important factors that could cause
actual results, performance or achievements of UraMin to differ materially from
the expectations of UraMin include, among other things, general business and
economic conditions globally, commodity price volatility, industry trends,
competition, changes in government and other regulation, including in relation
to the environment, health and safety and taxation, labor relations and work
stoppages, changes in political and economic stability, the failure to meet
certain conditions of the Offer and/or the failure to obtain the required
approvals or clearances from regulatory and other agencies and bodies on a
timely basis or at all, the inability to successfully integrate UraMin's
operations and programs with those of AREVA, incurring and/or experiencing
unanticipated costs and/or delays or difficulties relating to integration of
UraMin, disruptions in business operations due to reorganization activities and
interest rate and currency fluctuations. Such forward-looking statements should
therefore be construed in light of such factors.

Other than in accordance with its legal or regulatory obligations, AREVA is not
under any obligation and AREVA expressly disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Neither the Toronto Stock Exchange nor the AIM has reviewed and does not accept
responsibility for the adequacy or accuracy of the release.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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