CALGARY, AB, Nov. 9, 2021 /CNW/ - Uravan Minerals Inc. (TSXV:
UVN) ("Uravan" or the "Company") and Empire Hydrogen
Energy Systems Inc. ("Empire Hydrogen") announce that they
have entered into an amended letter of intent dated September 30, 2021 (the "LOI") which sets
forth, in general terms, the basic terms and conditions upon which
Empire Hydrogen will complete a reverse takeover ("RTO") of
Uravan.
Pursuant to the terms of the LOI, it is intended that Uravan,
and Empire Hydrogen will enter into a business combination by way
of a share exchange, merger, amalgamation, arrangement, or other
similar form of transaction (collectively, the forgoing with any
related transaction, the "Transaction") which will result in
Empire Hydrogen becoming a wholly owned subsidiary of Uravan.
The final structure of the business combination is subject to
receipt by the parties of tax, corporate, and securities law advice
and will be agreed to pursuant to definitive transaction documents
expected to be executed in the short term. The LOI provides that
the Transaction will result in a reverse takeover of Uravan by
Empire Hydrogen and its shareholders and the voluntarily delisting
of Uravan from the TSX Venture Exchange and the re-listing of the
Company on the Canadian Securities Exchange (the
"CSE"). The resulting issuer as a result of the
Transaction (the "Resulting Issuer") will carry on the
business currently carried on by Empire Hydrogen, which involves
the commercialization and marketing of its proprietary hydrogen
injected Fuel Enhancement System in Canada and the USA. The Resulting Issuer will apply to be
listed on the Canadian Securities Exchange subject to satisfaction
of the CSE's minimum listing requirements.
The LOI contemplates the issuance of five (5) post-Consolidated
Common Shares of Uravan to acquire one (1) Common Share of Empire
Hydrogen and the completion of the Private Placement (as defined
below). It is anticipated that the board and management team of the
Resulting Issuer will be comprised of Empire Hydrogen nominees,
other than Mr. Larry Lahusen who is
expected to remain on the board of the Resulting Issuer.
In connection with the Transaction, Empire Hydrogen is planning
to complete a private placement offering of Empire Hydrogen units
of a minimum of $3,000,000 of units
(the "Private Placement") at a price of $1.00 per unit; each unit consisting of one
Common Share and one-half of one common share purchase warrant
exercisable at $1.35 for two years
from the date of issue. Further details on the Private Placement,
including any agent(s) or finder(s)engaged to assist with the
Private Placement, if any, will be provided and confirmed in due
course once available by way of a separate news release. In
connection with the Transaction, it is also anticipated that each
company will hold meetings of their shareholders to approve the
Transaction and matters related thereto.
Subject to receipt of all shareholder and exchange approvals,
Uravan and Empire Hydrogen anticipate that the RTO will close in
Q1, 2022, or such other date as mutually agreed by both parties.
When a definitive agreement between Uravan and Empire Hydrogen is
executed, Uravan will issue a subsequent press release containing
the details of the definitive agreement and additional terms of the
Transaction. Completion of the Transaction is subject to a number
of conditions, including but not limited to, receiving all required
shareholder, regulatory, exchange and other approvals. There can be
no assurance that the Transaction will be completed as proposed or
at all.
Empire Hydrogen is a Sidney, BC
based company primarily focused on the commercialization and
marketing of its proprietary hydrogen injected Fuel Enhancement
System ("FES") in Canada and the
USA. Empire Hydrogen's FES has
been designed and refined in the field (applied research) by
real-time application by third party diesel equipment operators
(i.e., trucks, buses, generators, and other heavy equipment) to
provide more power, consume up to 25% less fuel, reduce greenhouse
gases (less CO2, less NOx and significant reduction in
particulates).
Trading Halt
The shares of Uravan are currently halted from trading, and the
trading of shares of Uravan is expected to remain halted pending
completion of the Transaction.
Further Information
Uravan will provide further details in respect of the
Transaction in due course by way of press release. Uravan will make
available all information including financial information as
required by applicable regulatory authorities and will provide, in
a press release to be disseminated at a later date, the required
disclosure.
All information contained in this press release with respect to
Empire Hydrogen and Uravan was supplied by the parties
respectively, for inclusion herein, without independent review by
the other party, and each party and its directors and officers have
relied on the other party for any information concerning the other
party.
This press release is not an offer of the securities for sale in
the United States. The securities
may not be offered or sold in the United
States absent registration or an available exemption from
the registration requirements of the U.S. Securities Act of 1933,
as amended (the "U.S. Securities Act") and applicable U.S.
state securities laws. Uravan will not make any public offering of
the securities in the United
States. The securities have not been and will not be
registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Investors are cautioned that, except as disclosed in the
listing documents or other disclosure documents to be prepared in
connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of Uravan and Empire Hydrogen should be considered highly
speculative.
Cautionary Statements
This press release may
contain forward looking statements including those describing
Uravan's plans and the expectations of management that a stated
result or condition will occur. Any statement addressing future
events or conditions necessarily involves inherent risk and
uncertainty. Actual results can differ materially from those
anticipated by management at the time of writing due to many
factors, much of which are beyond the control of Uravan and its
management. This news release contains forward-looking
statements pertaining to the entering of a definitive agreement,
timing and completion of the RTO, the listing on the CSE, and the
timing, amount and completion of the Private Placement, name change
and continuance. Readers are cautioned that the foregoing
list of risk factors should not be construed as exhaustive. These
statements speak only as of the date of this release or as of the
date specified in the documents accompanying this release. The
Corporation undertakes no obligation to publicly update or revise
any forward-looking statements except as expressly required by
applicable securities laws.
Neither the TSX Venture Exchange, Inc. nor its Regulation
Services Provider (as that term is defined in the polices of the
TSX Venture Exchange) has in any way passed upon the merits of the
Transaction and associated transactions and neither of the
foregoing entities has in any way approved or disapproved of the
contents of this press release and accepts responsibility for the
adequacy or accuracy of this release.
SOURCE Uravan Minerals Inc.
