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MM Magnum Uranium Com Npv

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Share Name Share Symbol Market Type
Magnum Uranium Com Npv TSXV:MM TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Energy Fuels and Magnum Uranium Announce Merger Agreement

30/03/2009 12:45pm

Marketwired Canada


Energy Fuels Inc. (TSX:EFR)("Energy Fuels" or the "Company") and Magnum Uranium
Corp. (TSX VENTURE:MM) ("Magnum Uranium") are pleased to announce that the
companies have entered into a preliminary agreement providing for Energy Fuels
to acquire all of the outstanding shares of Magnum Uranium in an all share
transaction. This agreement has been approved by the Boards of Directors of both
companies. The combination of these two companies will significantly enhance one
of the largest conventional uranium mining companies operating in the United
States. Magnum Uranium shares will be acquired at a share exchange ratio of 0.78
shares of Energy Fuels for each Magnum Uranium share. Based on the currently
outstanding shares of Magnum Uranium, Energy Fuels would issue approximately
23.33 million shares to acquire all of the currently outstanding Magnum Uranium
shares. Magnum Uranium's outstanding options and warrants will be adjusted in
accordance with their terms so that the number of Energy Fuels shares to be
received upon exercise will proportionately reflect the share exchange ratio
described above. It is anticipated that this transaction will close no later
than July 31, 2009.


The combined entity will retain the "Energy Fuels, Inc." name and trading symbol
(EFR) on the Toronto Stock Exchange, and will have the following assets:


- Cash (estimated at CAD$13.5 million) which will significantly enhance the
balance sheet of Energy Fuels and allow the Company to weather the current
downturn in the uranium market.


- Significant addition of NI 43-101 compliant resources:



----------------------------------------------------------------------
                      NI 43-101 Compliant Resource       
----------------------------------------------------------------------
                  Measured &       Inferred    Measured &    Inferred
COMPANY            Indicated      U3O8 Lbs.     Indicated        Tons
                   U3O8 Lbs.                         Tons
----------------------------------------------------------------------
Energy Fuels     2.7 million    2.3 million       504,586     497,600
----------------------------------------------------------------------
Magnum Uranium   1.4 million    1.1 million       334,200     316,900
----------------------------------------------------------------------
NEW TOTAL        4.1 million    3.4 million       838,786     814,500
----------------------------------------------------------------------
% INCREASE               52%            48%           66%         64%
----------------------------------------------------------------------



Importantly, Magnum Uranium's NI 43-101 compliant resources are located at a
single property, the San Rafael Property, which is in close proximity to the
planned Pion Ridge mill. Subject to a final feasibility study, the 838,786 tons
of Measured & Indicated (M&I) resources have the potential to supply mill feed
material for the Pion Ridge mill at a 500 tpd rate (175,000 tpy) for almost 5
years. Should the 814,500 Inferred tons be converted to economically feasible
M&I tons, it would represent an additional 5 years of mill supply. The San
Rafael Property also contains additional historic resources which may be
converted to NI 43-101 compliant resources in the future. (The Reader is
cautioned that a feasibility study has not been completed and there is no
certainty the operations would be economically viable.)


- Two fully-permitted conventional uranium mines in the Colorado Plateau and an
implemented plan to build a 1,000 ton per day uranium milling complex that is
currently in the licensing stage.


- Historic uranium resources totaling 26.6 million lbs (although considered
relevant, the Reader is cautioned that this resource estimate is historical in
nature, does not comply with the guidelines of National Instrument 43-101 and
should not be relied upon. Further, this estimate has not been verified by
Qualified Persons of either Magnum Uranium or Energy Fuels).


- Approximately 55,000 acres of prospective uranium properties in Colorado,
Utah, Arizona, Wyoming, Idaho, and New Mexico, including three properties in
close proximity to Cameco's Smith Ranch ISL mine in the Powder River Basin of
Wyoming.


- Exploration properties in Saskatchewan's Athabasca Basin, totaling
approximately 50,000 acres and located northwest of operating uranium mines at
McClean Lake and Rabbit Lake. The primary target, known as the Stony Road
Property, is currently being drilled by Magnum Uranium's joint venture partner,
Triex Minerals Corp.


The transaction is to be effected pursuant to a plan of arrangement under the
Business Corporations Act (British Columbia), which will require approval of the
shareholders of Magnum Uranium holding at least 66 2/3% of the issued shares of
Magnum Uranium being voted at a shareholders meeting being in favour of the
transaction. Completion of the transaction is subject to a number of other
conditions precedent, including completion of a due diligence review to the
satisfaction of each party, execution of a definitive agreement, receipt by
Magnum Uranium of a favourable fairness opinion, shareholder approval of Energy
Fuels, if required by the Toronto Stock Exchange, and receipt of all necessary
shareholder, stock exchange, court and regulatory approvals.


Full details of the offer will be included in the formal Arrangement Agreement
and Management Information Circular to be filed with the regulatory authorities
and mailed to Magnum Uranium shareholders in accordance with applicable
securities laws.


George Glasier, Energy Fuels' President and CEO commented that, "I am excited
and optimistic about this acquisition. Combining with Magnum Uranium creates a
much bigger platform to implement our business plan, and allows the combined
entity to be stronger for longer. Energy Fuels continues to actively pursue our
strategy, even in these down times, and continues to deliver on our goal of
becoming the next fully integrated conventional uranium producer in the US. This
is the first acquisition in the Company's strategy to leverage its strong
management team and its strong cash position to consolidate the US conventional
uranium business."


Craig Lindsay, Magnum Uranium's President and CEO, added: "The combination of
our portfolio of exploration and development properties with Energy Fuels'
permitted uranium mines and advanced-stage milling strategy will significantly
enhance the ability of the enlarged entity to capitalize on the strengthening
global nuclear power sector".


In connection with the proposed business combination, Evans & Evans, Inc. has
been retained to provide a fairness opinion to the special committee of the
Board of Directors of Magnum Uranium. Legal advice to the Board of Directors of
Magnum Uranium is being provided by DuMoulin Black LLP. Legal advice to the
Board of Directors of Energy Fuels is being provided by Beach, Hepburn LLP.


Stephen P. Antony, P.E., a Qualified Person as defined by National Instrument
43-101, has reviewed and approved the content of this press release as it
pertains to Energy Fuels. John R. Carden, Ph.D., P.Geo., a Qualified Person as
defined by National Instrument 43-101, has reviewed and approved the content of
this press release as it pertains to Magnum Uranium.


Energy Fuels Inc. is a Toronto-based uranium and vanadium mineral development
company actively rehabilitating and developing formerly producing mines. With
more than 46,000 acres of highly prospective uranium and vanadium property
located in the states of Colorado, Utah and Arizona, the Company has a full
pipeline of additional development prospects. Energy Fuels, through its
wholly-owned Colorado subsidiary, Energy Fuels Resources Corporation, has
assembled this property portfolio along with a first class management team,
including highly skilled technical mining and milling professionals based in
Lakewood and Nucla, Colorado and Kanab, Utah.


Magnum Uranium is a Vancouver-based minerals exploration company focused on the
acquisition and development of uranium assets in North America. Currently,
Magnum's primary property holdings are located in the Western United States,
specifically Wyoming, Utah, Idaho, and New Mexico, and in Canada's Athabasca
Basin.


This news release contains certain "Forward-Looking Statements" within the
meaning of Section 21E of the United States Securities Exchange Act of 1934, as
amended and "Forward Looking Information" within the meaning of applicable
Canadian securities legislation. All statements, other than statements of
historical fact, included herein are forward-looking statements and forward
looking information that involve various risks and uncertainties. There can be
no assurance that such statements will prove to be accurate, and actual results
and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ
materially from the Company's expectations are disclosed in the Company's
documents filed from time to time with the British Columbia, Alberta and Ontario
Securities Commissions.


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