U3O8 Corp. to Acquire All of the Shares of Calypso in Friendly Business Combination
March 11, 2013 (Source: Marketwire) — Calypso Uranium Corp. (TSX VENTURE:CLP) (“Calypso” or the “Company”) is pleased to announce that it has entered into a definitive agreement (the “Agreement”) with U3O8 Corp. (TSX:UWE)(OTCQX:UWEFF) whereby U3O8 Corp. will acquire, through a court-approved plan of arrangement (the “Arrangement”) under the Business Corporations Act, British Columbia, all of the outstanding common shares (the “Calypso Shares”) of Calypso for total consideration of approximately C$3.8 million payable in shares of U3O8 Corp., based on the closing price of the U308 Corp. shares on Friday March 8, 2013 (C$0.19).
Under the Arrangement, each Calypso Share will be exchanged 0.40 of one common share in the capital of U3O8 Corp. (each full common share, a “U3O8 Share”). The consideration to be paid by U3O8 Corp. represents a premium of approximately 69% over the closing price of the Calypso Shares on Friday March 8, 2013 (C$0.045) and a premium of approximately 43% to the 60-day volume-weighted average price (C$0.0532).
Stephen Barley, President and CEO of Calypso commented, “The merger with U3O8 Corp. will allow our shareholders to participate in a growth-oriented company in the uranium sector with a suite of advanced stage projects in multiple jurisdictions. U3O8 Corp. has completed a positive PEA on the Berlin Project in Colombia and anticipates issuing a PEA on the Laguna Salada Project located in the province of Chubut in Argentina in the near future. All three of the key projects have significant resources and expansion potential. The properties contributed by Calypso will strengthen U3O8 Corp’s land holdings in Argentina, in particular the La Pintada claims which will provide U3O8 Corp. with a dominant position in the Sierra Pinatada mining district.”
Summary of Transaction
In connection with the Arrangement, 0964104 B.C. Ltd., a wholly-owned subsidiary of U3O8 Corp. (“Subco”), will amalgamate with Calypso and U3O8 Corp. will issue, at the exchange ratio noted above, an aggregate of 20,252,327 U3O8 Shares to the former securityholders of Calyspo.
The Arrangement will be subject to, among other things, the favourable vote of 66 2/3% of the holders of the Calypso Shares obtained at a special meeting of Calyspo shareholders to be called to approve the Arrangement, which special meeting is expected to be scheduled prior to mid May, 2013.
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The transaction is expected to close during the month of May and is subject to the satisfaction or waiver of the conditions set out in the Arrangement Agreement, including receipt of court approval, the approval of the TSX Venture Exchange and the approval of Calypso shareholders.
The Agreement includes a commitment by Calypso not to solicit alternative transactions, and Calyspo has agreed to pay a break fee of C$250,000 to U3O8 Corp. under certain circumstances.
A full copy of the Arrangement Agreement will be filed by each of Calypso and U3O8 under their respective profiles on SEDAR at www.sedar.com. In addition, a detailed description of the Arrangement Agreement will be included in the management information circular which will be mailed to Calypso shareholders in advance of the proposed Calypso Shareholders Meeting.