Athabasca Nuclear and Strike Graphite Announce Intent to Merge
July 15 2014 - 6:30AM
Marketwired Canada
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
Athabasca Nuclear Corporation (TSX VENTURE:ASC) ("Athabasca Nuclear") and Strike
Graphite Corporation (TSX VENTURE:SRK) ("Strike") are pleased to jointly
announce that they intend to merge and form a combined Saskatchewan-centered
exploration and development company with a multi-faceted project portfolio being
focused on the Preston Lake uranium and the Sask Craton diamond projects.
The transaction (the "Transaction") will be completed by way of a plan of
arrangement, or other business combination, in which Athabasca Nuclear will
acquire all of the issued and outstanding common shares of Strike. Each Strike
shareholder will receive one common share of Athabasca Nuclear for each common
share of Strike held. All outstanding Strike options and warrants will be
exchanged for options and warrants of Athabasca Nuclear in an amount and at
exercise prices adjusted in accordance with the same exchange ratio.
Merged Entity Highlights:
-- Athabasca Nuclear is the Operator of and a working interest partner in
the Western Athabasca Syndicate, which is advancing the Preston Uranium
Project, a large-scale uranium exploration project that is regionally
proximate to the high-grade uranium discovery made by Fission Uranium
Corp. in the SW Athabasca Basin. Approximately $3,500,000 dollars in
exploration has been carried out since July 2013 by the Western
Athabasca Syndicate in advancing the Preston Uranium Project within a
broader tenure base consisting of approximately 709,513 acres.
-- Strike's principal asset is the early-stage Sask Craton and Sask Craton
North diamond exploration properties ("Sask Craton Properties"), for
which Strike has received conditional TSX Venture Exchange approval. The
Sask Craton Properties, in which Strike will hold an 80% undivided
interest, are contiguous and proximate to the recent Pikoo diamond
discovery made by North Arrow Minerals Inc. and consists of a mineral
tenure base of approximately 1,300,000 acres.
-- The combined entity stands to benefit from reduced operating costs
associated with the elimination of certain duplicative administrative
and staffing costs affiliated with running a publicly-traded company.
The elimination of such duplicative costs may result in incremental
capital being available to be allocated to exploration of the combined
entity's project base rather than to administrative expenses.
-- The aggregation of multiple large-scale project interests within the
same jurisdiction (Saskatchewan) offers the prospective benefit of being
able to coordinate regional service companies on a multi-project basis
with potential economic advantages resulting from volume-based work.
-- The combined entity stands to benefit from a stronger working capital
position and balance sheet. Leveraging the fiscal strength of Athabasca
Nuclear, Strike shareholders will gain access to funding to advance
their project and address a working capital deficiency which previously
would have required significant dilution.
-- The combined entity stands to benefit from a diversified project base
attracting capital market interest in multiple commodity areas.
-- The combined entity will offer shareholders of both companies greater
liquidity by way of a larger combined capitalization and the benefit of
trading volumes for both equities being concentrated into a single
vehicle.
"This proposed transaction offers valuable benefits to the current shareholders
of both Athabasca Nuclear and Strike. Not only will a combined entity present a
superior fiscal situation, but it will also uniquely capture and focus the
interest of the capital markets in two of Canada's emerging resource plays, the
SW Athabasca Basin and the Sask Craton, into a single listed vehicle," stated
Ryan Kalt, Chairman & Chief Executive Officer of Athabasca Nuclear.
"Strike is in a fortunate position to have successfully negotiated for its Sask
Craton and Sask Craton North properties which recently received conditional
approval by the TSX Venture Exchange. By combining with a larger exploration
company, Strike will be in an improved position to better access exploration
capital for its projects, fund current liabilities, and benefit from a
diversified project base," noted Geoff Balderson, President of Strike.
Athabasca Nuclear currently has 48,593,954 common shares outstanding, and Strike
currently has 4,490,649 shares outstanding with a further 12,691,453 shares
expected to be issued as a result of its previously announced property
acquisitions and debt settlement.
Terms of Transaction
The Transaction will be placed into effect by a plan of arrangement under the
Business Corporations Act (British Columbia). Subject to the fulfillment of
closing conditions, Athabasca Nuclear will acquire from the shareholders of
Strike 100% of the outstanding common shares of Strike in exchange for common
shares of Athabasca Nuclear and Strike will, as a result, become a wholly owned
subsidiary of Athabasca Nuclear. Each Strike shareholder will receive one common
share of Athabasca Nuclear for each common share of Strike held. All outstanding
Strike options and warrants will be exchanged for options and warrants of
Athabasca Nuclear in an amount and at exercise prices adjusted in accordance
with the same exchange ratio. On issuance of the Athabasca Nuclear options and
warrants, the Strike options and warrants will be cancelled.
If the Transaction is completed, the combined Athabasca Nuclear and Strike
entity would have approximately 65,776,056 common shares issued and outstanding,
of which current Athabasca Nuclear shareholders will own approximately 73.9% and
former Strike shareholders would own approximately 26.1%.
After completion of the Transaction, the executive officers and board of
directors of Athabasca Nuclear will be unchanged, with exception of the addition
of Blair Way, a current Director of Strike, who is expected to join the Board of
Directors of Athabasca Nuclear.
Closing of the Transaction, expected on or before September 20, 2014, is subject
to, among other conditions enumerated below, receipt of court approval and the
affirmative vote of at least 66 2/3 percent of the votes cast by Strike
shareholders, currently standing at 4,490,649 shares, at a special meeting of
the Strike shareholders.
Closing Conditions
Completion of the Transaction is conditional upon, among other conditions:
1. Shareholders of Athabasca Nuclear and Strike having approved the Transaction
at joint meetings expected to be held in September 2014; and
2. Completion of legal and financial due diligence by each of the parties; and
3. Closing of the of the Sask Craton and Sask Craton North property acquisitions
announced by Strike in its news releases of May 22, 2014 and July 3, 2014; and
4. Completion of the proposed debt settlement announced by Strike in its news
releases dated May 22, 2014 and July 3, 2014; and
5. Execution of a formal plan of arrangement agreement; and
6. A fairness opinion to support the exchange ratio of Strike securities for
Athabasca Nuclear securities in the Transaction, if required; and
7. Receipt of all necessary regulatory approvals, including approval of the TSX
Venture Exchange; and
8. The absence of a material adverse change in the business, financial
condition, assets or operations with respect to each party; and
9. The waiver of change-of-control payments, if applicable; and
10. The discontinuance by Strike of its non-brokered private placement announced
July 3, 2014.
The parties caution that no assurance can be given at this time that the
Transaction will be completed, that the conditions to closing will be satisfied,
or that the terms of the Transaction will not change materially from those
described in this news release.
ON BEHALF OF THE BOARDS
Mr. Ryan Kalt, Chairman & Chief Executive Officer
Athabasca Nuclear Corporation
Mr. Geoff Balderson, President & Chief Executive Officer
Strike Graphite Corporation
Forward-Looking Statements
This news release contains Forward-Looking statements. Forward-Looking
statements address future events and conditions and therefore, involve inherent
risks and uncertainties. Actual results may differ materially from those
currently expected or forecast in such statements. Readers are cautioned not to
place undue reliance on Forward-Looking Statements, as there can be no assurance
that the plans, intentions or expectations upon which the Forward-Looking
Statements are based will occur. Forward-Looking Statements herein are made as
at the date hereof, and unless otherwise required by law, the issuers do not
intend, or assume any obligation, to update these Forward-Looking Statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Strike Graphite Corporation
Geoff Balderson
President & CEO
(604) 602-0001
info@strikegraphite.com
Athabasca Nuclear Corporation
Ryan Kalt
Chairman & CEO
(403) 410-3848
ryan.kalt@athabascanuclear.com
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