European Uranium Resources Ltd. ("EUU") (TSXV: EUU) and Portex
Minerals Inc. ("PAX") (CNSX: PAX) are pleased to announce that, as
contemplated by the binding letter of intent announced on December
9, 2013, they have executed an arrangement agreement dated December
20, 2013 (the "Arrangement Agreement") in respect of the proposed
merger (the "Merger") of EUU and PAX through a plan of arrangement
under which EUU will acquire all of the outstanding common shares
of PAX. Under the plan of arrangement, PAX shareholders will
receive 0.6 of an EUU common share in exchange for each PAX common
share. The Arrangement Agreement supersedes the previously
announced binding letter of intent.
As previously announced, the merged company will be named
European Minerals Inc. (the "merged company") and will be a
Europe-focused company with a diverse, multi-commodity portfolio of
exciting exploration and development projects.
The Merger will be classified as a reverse takeover under the
rules of the TSX Venture Exchange (the "TSXV" or the "Exchange").
In accordance with the policies of the Exchange, trading in EUU's
shares on the TSXV has been halted since December 6, 2013 in
connection with the announcement of the Merger and will continue to
be halted until TSXV requirements regarding the transaction are
met. Trading in PAX's shares on the Canadian National Stock
Exchange (the "CNSX") was also halted on December 6, 2013 and may
remain halted for a similar period.
Upon completion of the Merger, PAX shareholders would hold
approximately 65% of the merged company, with the remaining 35%
being held by EUU Shareholders.
Completion of the Merger is subject to a number of conditions,
including obtaining all necessary approvals from the PAX and EUU
securityholders, the Superior Court of Justice of Ontario and the
TSXV, including the TSXV's approval for the listing of the merged
company's shares on completion of the Merger, completion of the
Merger by April 30, 2014 (or such other date as EUU and PAX may
agree) and such other closing conditions customary for transactions
of this nature.
The Arrangement Agreement also contains customary
non-solicitation provisions in respect of each party (subject to
"fiduciary out" provisions that entitle either party to consider
and accept a superior proposal and a 5-business day "right to
match" period) and provisions that each of the parties will pay a
termination fee of $400,000 upon the occurrence of customary
termination fee events.
Copies of the Arrangement Agreement will be filed with Canadian
regulators and will be available at the SEDAR website at
www.sedar.com under EUU's and PAX's profiles. The terms and
condition of the Definitive Agreement will also be disclosed in
more details in the management information circulars of EUU and PAX
which will be mailed to their respective shareholders in due
course.
Additional Information
Dorian (Dusty) Nicol, a director and the President and CEO of
EUU, holds approximately 5.4% of the issued and outstanding shares
of PAX (pre-GRIT Financing). Peter Bojtos, a director of EUU, holds
approximately 0.076% of the issued and outstanding shares of PAX
(pre-GRIT Financing), respectively. Due to their respective
interest in EUU, Messrs. Nicol and Bojtos abstained from voting on
the EUU Board resolution to approve the Arrangement Agreement.
The Merger may require a sponsoring broker member of the TSVX.
EUU is looking into whether an exemption from this requirement may
be available.
Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and disinterested
Shareholder approval. The transaction cannot close until the
required Shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
Management Information Circular 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 EUU should be
considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
About European Uranium Resources Ltd.
European Uranium Resources Ltd. is a dedicated European uranium
exploration and development company that has built a portfolio of
outstanding projects in Slovakia. European Uranium is well placed
to become the key uranium exploration and development company in
Europe. Europe is the world’s largest per capita consumer of
uranium with 160 reactors and more under construction or planned,
but with only one currently operating uranium mine. A 43-101
prefeasibility study completed by Tetra Tech, Inc. indicates that
Kuriskova could be built and operated using Best Available
Technology for environmental protection and still have among the
lowest production costs per pound of uranium in the world. European
Uranium has a strong base of supportive shareholders including
AREVA, ranked first in the global nuclear power industry and a key
player in uranium mining and nuclear operations on a world-wide
basis.
About Portex
Portex is a Toronto-based mineral development company focused on
the acquisition and development of base and precious metal
properties in Europe. Portex currently has properties in Spain and
Portugal and a large land position in the Republic of Ireland and
in Northern Ireland.
Cautionary Statement Regarding Forward Looking
Information
Except for statements of historical fact, this news release
contains certain "forward-looking information" within the meaning
of applicable securities law. Forward-looking information is
frequently characterized by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate", "will",
"could" and other similar words, or statements that certain events
or conditions "may" occur. In particular, forward-looking
information in this press release includes, but is not limited to,
statements with respect to the expectations of management regarding
the Merger, the respective interests of the PAX and EUU
shareholders in the merged company, the completion of the GRIT
Financings, the mineral potential of the mineral rights held by EUU
and PAX, the proposed name change, execution of the Definitive
Agreement, preparation of the information circular, shareholder
approval of the Merger, the proposed reverse takeover and name
change, the timing for removal of the trading halt on EUU's of
PAX's shares, the business of the resulting issuer upon completion
of the Merger, and TSXV approval of the Merger, including the
proposed reverse takeover. Although EUU and PAX believe that the
expectations reflected in the forward-looking information are
reasonable, there can be no assurance that such expectations will
prove to be correct. Such forward-looking statements are subject to
risks and uncertainties that may cause actual results, performance
or developments to differ materially from those contained in the
statements including, without limitation, the risks that TSXV may
not approve the Merger; the shareholders of EUU and/or the
securityholders of PAX may not approve the Merger, including the
proposed reverse takeover; the parties may be unable to satisfy all
of the conditions to closing Merger; the TSXV may not approve the
technical report(s) regarding the merged company's material
properties; either or both of the GRIT Financings may not complete
and EUU may not be able to retain a sponsor if required.
EUROPEAN URANIUM RESOURCES LTD.
"Dusty Nicol"
Dorian L. (Dusty) Nicol, President and CEO
For further information please contact: Dorian (Dusty) Nicol,
at (604) 536-2711, or visit www.euresources.com.
PORTEX MINERALS INC.
"Peter F. Chodos"
Peter F. Chodos, President and CEO
For further information please contact: Peter F. Chodos,
at (416) 479-5417, or visit www.portexminerals.com.
EUROPEAN URANIUM RESOURCES LTD.Dorian (Dusty) Nicol,
604-536-2711President and CEOwww.euresources.comorPORTEX MINERALS
INC.Peter F. Chodos, 416-479-5417President and
CEOwww.portexminerals.com
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