Strathmore's outstanding options and warrants will be adjusted in accordance with their terms such that the number of Energy Fuels shares received upon exercise and the exercise price will reflect the exchange ratio described above.
The Transaction is expected to be completed in August 2013 or such later date as the parties may agree. A special meeting of the shareholders of Strathmore and, if required, Energy Fuels, to approve the Transaction will each be held at a time yet to be determined.
Advisers & Counsel
Haywood Securities Inc. and Dundee Securities Ltd. are acting as financial advisers to Energy Fuels and its board of directors. Borden Ladner Gervais LLP is acting as legal adviser to Energy Fuels.
Raymond James Ltd. is acting as financial adviser to Strathmore and its board of directors. Blake, Cassels & Graydon LLP is acting as legal adviser to Strathmore.
Other Strathmore Assets To Be Acquired Separately by Energy Fuels
Strathmore owns a 5% gross production royalty (the "Royalty") on the Reno Creek in-situ recovery uranium project in Wyoming ("Reno Creek"), which is currently owned by an affiliate of Bayswater Uranium Corporation ("Bayswater"). Reno Creek is an advanced stage project, which recently released a pre-feasibility study in March 2013 which, according to an April 2, 2013 press release issued by Bayswater, is in the process of being amended to incorporate the Royalty.
As a form of interim funding to Strathmore pending the approval and closing of the Transaction, Energy Fuels has agreed to separately acquire the Royalty from Strathmore in exchange for consideration of CDN $3,000,000 by way of a non-interest bearing, unsecured, convertible, promissory note (the "Note"). The Note shall be repaid in three equal monthly cash installments of $500,000, beginning with the first installment due on June 28, 2013. Following payment of the third installment, the outstanding balance of CDN $1,500,000 is payable on October 31, 2013, either by cash payment or, at the option of Energy Fuels, by the issuance and delivery to Strathmore of the equivalent amount of common shares in the capital of Energy Fuels, based on the previous five day volume weighted average price.
The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed by Stephen Antony, President and Chief Executive Officer for Energy Fuels Inc. and David Miller, Chief Executive Officer for Strathmore Minerals Corp., both Qualified Persons under National Instrument 43-101.
About Energy Fuels Inc.
Energy Fuels Inc. is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.
Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com.
About Strathmore Minerals Corp.
Strathmore Minerals Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of mineral properties in the United States. Headquartered in Vancouver, British Columbia with a branch administrative office in Kelowna, the company also has U.S. based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico.
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