Consolidated Uranium Receives Shareholder and Court Approval for the Spin-out of Premier American Uranium Inc.

Rhea-AI Summary

Consolidated Uranium Inc. (CUR) has obtained a final order from the Ontario Superior Court of Justice approving the spin-out of Premier American Uranium Inc. (PUR). The spin-out was overwhelmingly approved by shareholders at the annual and general special meeting. CUR will transfer ownership of certain subsidiaries to PUR in exchange for 7,753,752 common shares of PUR.

TORONTO, Aug. 16, 2023 (GLOBE NEWSWIRE) -- Consolidated Uranium Inc. (“CUR”, the “Company”, “Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) is pleased to announce it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced spin-out of Premier American Uranium Inc. (“PUR”) through a plan of arrangement under the Business Corporations Act (Ontario) (the “Spin-Out”).

Receipt of the final order follows CUR’s annual and general special meeting of shareholders held on August 3, 2023 (the “Meeting”), where the Spin-Out was overwhelmingly approved by 99% of the votes cast by shareholders. All other matters put before the Meeting were approved by shareholders, including the re-election of each of the director nominees, Philip Williams, Anthony Milewski, Mark Raguz, John Jentz and Mark Chalmers, re-appointment of McGovern Hurley LLP, Chartered Professional Accountants as auditors of the Company and re-approval of the Company’s Omnibus Long Term Incentive Plan.

On May 24, 2023, CUR and PUR entered into an arrangement agreement pursuant to which the parties agreed to effect the proposed Spin-Out of PUR, currently a majority-controlled subsidiary of CUR. If completed, the Spin-Out will result in, among other things, CUR transferring ownership of certain indirect wholly-owned subsidiaries which hold eight U.S. Department of Energy (“DOE”) leases and certain patented claims located in Colorado (the “CUR Assets”) to PUR in exchange for 7,753,752 common shares of PUR (“PUR Shares”), a portion of which will be distributed to the Company’s shareholders on a pro rata basis pursuant to the provisions of the plan of arrangement.

CUR shareholders must hold their CUR common shares until 12:01 am (Toronto time) on the effective date of the Spin-Out (the “Effective Date”) in order to receive their pro rata portion of the PUR Shares being distributed pursuant to the Spin-Out. CUR will disseminate a press release five business days in advance of the Effective Date once all of the conditions to closing of the Spin-Out have been satisfied in accordance with the policies of the TSX Venture Exchange in order to notify CUR shareholders of the record date for purposes of the distribution pursuant to the Spin-Out.

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 Williams

Chairman and CEO

pwilliams@consolidateduranium.com

Toll-Free: 1-833-572-2333
Twitter: @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, completion of the Spin-Out 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 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: 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.

FAQ

What is the full name of the company involved in the spin-out?

The full name of the company involved in the spin-out is Consolidated Uranium Inc. (CUR).

What is the name of the company being spun-out?

The company being spun-out is Premier American Uranium Inc. (PUR).

What was the outcome of the annual and general special meeting of shareholders?

The spin-out was overwhelmingly approved by 99% of the votes cast by shareholders at the annual and general special meeting.

What will CUR receive in exchange for transferring ownership of certain subsidiaries to PUR?

CUR will receive 7,753,752 common shares of PUR in exchange for transferring ownership of certain subsidiaries.

When will CUR shareholders receive their pro rata portion of PUR shares?

CUR shareholders must hold their CUR common shares until 12:01 am (Toronto time) on the effective date of the spin-out in order to receive their pro rata portion of the PUR shares.