Strathmore Announces Shareholder Approval of Acquisition by Energy Fuels
August 20, 2013 (Source: Marketwire) —
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
STRATHMORE MINERALS CORP. (TSX:STM)(OTCQX:STHJF) (“Strathmore” or the “Company”) is pleased to announce that at a Special shareholder meeting held today, shareholders overwhelmingly approved the previously announced acquisition of Strathmore by Energy Fuels Inc. (“Energy Fuels”) (TSX:EFR)(OTCQX:EFRFF). As was previously announced on June 11, 2013, Strathmore and Energy Fuels entered into a definitive arrangement agreement whereby Energy Fuels will acquire all of the issued and outstanding shares of Strathmore (the “Transaction”) in exchange for Energy Fuels Shares, by way of a Plan of Arrangement (the “Arrangement”). Details of the Transaction are set out in Strathmore’s Management Information Circular dated July 19, 2013, which is available under Strathmore’s SEDAR profile at www.sedar.com and on the Company’s website homepage at www.strathmoreminerals.com.
Of the votes cast at the Strathmore Special shareholder meeting, 99.3% were in favour of the Arrangement.
Completion of the Arrangement is subject to satisfaction of various conditions, including the issuance of a final order approving the Arrangement by the Supreme Court of British Columbia. The hearing in respect of such final order is scheduled for August 21, 2013. The completion of the Transaction is also subject to satisfaction of certain customary conditions, including but not limited to, Toronto Stock Exchange approval and regulatory approval. Subject to satisfaction of such conditions, the effective time and date of the Transaction is expected to be at 11:59 (Eastern) on August 28, 2013.
None of the securities anticipated to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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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.
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.
STRATHMORE MINERALS CORP. Common Shares are listed on the TSX under the symbol “STM” and trade on the OTCQX International electronic trading system in the United States under the symbol “STHJF”.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release, including any information relating to the proposed Arrangement between Energy Fuels and Strathmore, and any other statements regarding Strathmore’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, “forward-looking statements”). All statements in this news release that are not statements of historical fact (including statements containing the words “expects”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimates”, “estimates”, “projects”, “potential”, “scheduled”, “forecast”, “budget” and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Strathmore’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties’ ability to consummate the Arrangement; the conditions to the completion of the Arrangement, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Arrangement may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Arrangement; the volatility of the international marketplace; and other risk factors as described in Energy Fuels’ and Strathmore’s most recent annual information forms and annual and quarterly financial reports.
Strathmore assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Strathmore’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of Strathmore relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.
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