Consolidated Uranium Inc. (“CUR”, the “Company”,
“Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) is
pleased to announce that, further to its press release on May 24,
2023 regarding the creation and planned spin-out (the
“
Spin-Out”) of Premier American Uranium Inc.
(“
Premier” or “
PUR”), PUR has
completed its previously announced fully marketed private placement
(the “
PUR Offering”) for gross proceeds of
C$6,938,136 from the sale of 4,625,424 subscription receipts of PUR
(each, a “
Subscription Receipt”) at a price of
C$1.50 per Subscription Receipt (the “
Offering
Price ”). Red Cloud Securities Inc. acted as lead
agent and sole bookrunner on behalf of a syndicate of agents
including PI Financial Corp. (together, the
“
Agents”).
Each Subscription Receipt entitles the holder
thereof to automatically receive, upon satisfaction or waiver, as
applicable, of certain escrow release conditions (the
“Escrow Release Conditions”), one unit of PUR (a
“Unit”). Each Unit will be comprised of one common
share of PUR (each, a “Unit Share”) and one-half
of one common share purchase warrant of PUR (each whole warrant, a
“Warrant”). Each whole Warrant will entitle the
holder to purchase one common share of PUR (each, a
“Warrant Share”) at a price of C$2.00 for a period
of 36 months following the date of issuance of the Warrants. The
Escrow Release Conditions include the satisfaction of all
conditions precedent to the completion of the Spin-Out as well as
receipt of conditional approval for the listing of PUR’s common
shares (the “Listing”) on the TSX Venture Exchange
(the “TSXV”).
The Agents have an option, exercisable in whole
or in part within 30 days of the date of closing of the PUR
Offering, to offer for sale up to an additional 2,333,334
Subscription Receipts at the Offering Price for additional gross
proceeds of up to $3,500,000.
The proceeds of the PUR Offering, net of the
cash commission payable to the Agents and the reasonable
out-of-pocket expenses of the Agents, will be held in escrow and
not released to PUR unless the Escrow Release Conditions are
satisfied on or before December 22, 2023 (the date of satisfaction
or waiver, as applicable, of the Escrow Release Conditions being,
the “Escrow Release Date”). Following the
satisfaction of the Escrow Release Conditions, the net proceeds of
the PUR Offering are expected to be used to fund the proposed
exploration programs for PUR’s projects located in the Great Divide
Basin of Wyoming and the Uravan Mineral Belt of Colorado as well as
for working capital and general corporate purposes.
In addition, PUR issued 174,343 broker warrants
(the “Broker Warrants”) to the Agents. Each Broker
Warrant entitles the holder to purchase one common share of PUR at
the Offering Price for a period of 36 months following the closing
of the PUR Offering.
This news release does not constitute an offer
of securities for sale in the United States. The securities offered
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and such securities may not be
offered or sold within the United States absent U.S. registration
or an applicable exemption from U.S. registration requirements.
About Consolidated Uranium
Consolidated Uranium Inc. (TSXV: CUR) (OTCQX:
CURUF) was created in early 2020 to capitalize on an anticipated
uranium market resurgence using the proven model of diversified
project consolidation. To date, the Company has acquired or has the
right to acquire uranium projects in Australia, Canada, Argentina,
and the United States each with significant past expenditures and
attractive characteristics for development.
The Company is currently advancing its portfolio
of permitted, past-producing conventional uranium and vanadium
mines in Utah and Colorado, with a toll milling arrangement in
place with Energy Fuels Inc., a leading U.S.-based uranium mining
company. These mines are currently on stand-by, ready for rapid
restart as market conditions permit, positioning CUR as a near-term
uranium producer.
For More Information, Please
Contact:
Philip WilliamsChairman and
CEOpwilliams@consolidateduranium.com
Toll-Free: 1-833-572-2333Twitter:
@ConsolidatedUr www.consolidateduranium.com
Neither TSX Venture Exchange nor its Regulations
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Statement Regarding
“Forward-Looking” Information
This news release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation. “Forward-looking information” includes, but is not
limited to, statements with respect to activities, events or
developments that the Company expects or anticipates will or may
occur in the future including, but not limited to, the satisfaction
or waiver, as applicable, of the Escrow Release Conditions; and
completion of the Spin-Out and the Listing; the use of proceeds
from the PUR Offering and the Company’s ongoing business plan,
sampling, exploration and work programs. Generally, but not always,
forward-looking information and statements can be identified by the
use of words such as “plans”, “expects”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or
“believes” or the negative connotation thereof or variations of
such words and phrases or state that certain actions, events or
results “may”, “could”, “would”, “might” or “will be taken”,
“occur” or “be achieved” or the negative connotation thereof. Such
forward-looking information and statements are based on numerous
assumptions, including the ability of the parties to receive, in a
timely manner and on satisfactory terms, the necessary approvals;
the ability of the parties to satisfy, in a timely manner, the
other conditions to the completion of the Spin-Out and the Listing;
that general business and economic conditions will not change in a
material adverse manner, that financing will be available if and
when needed and on reasonable terms, and that third party
contractors, equipment and supplies and governmental and other
approvals required to conduct the Company’s planned exploration
activities will be available on reasonable terms and in a timely
manner. Although the assumptions made by the Company in providing
forward-looking information or making forward-looking statements
are considered reasonable by management at the time, there can be
no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also
involve known and unknown risks and uncertainties and other
factors, which may cause actual events or results in future periods
to differ materially from any projections of future events or
results expressed or implied by such forward-looking information or
statements, including, among others: the diversion of management
time on the Spin-Out and Listing; negative operating cash flow and
dependence on third party financing, uncertainty of additional
financing, no known mineral reserves or resources, reliance on key
management and other personnel, potential downturns in economic
conditions, actual results of exploration activities being
different than anticipated, changes in exploration programs based
upon results, and risks generally associated with the mineral
exploration industry, environmental risks, changes in laws and
regulations, community relations and delays in obtaining
governmental or other approvals and the risk factors with respect
to Consolidated Uranium set out in CUR’s annual information form in
respect of the year ended December 31, 2022 and the risk factors
with respect to the Spin-Out set out in CUR’s management
information circular dated July 4, 2023, filed with the Canadian
securities regulators and available under CUR’s profile on SEDAR at
www.sedar.com.
Although the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in the forward-looking information
or implied by forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking
information and statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on forward-looking statements or information.
The Company undertakes no obligation to update or reissue
forward-looking information as a result of new information or
events except as required by applicable securities laws.
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