Consolidated Uranium Inc. (“CUR”, the “Company”, or “Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) and Premier American Uranium Inc. (“PUR” or “Premier American Uranium”) are pleased to announce that the previously announced spin-out of PUR through a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) has been completed. The Arrangement was effective at 12:01 a.m. (Toronto time) on November 27, 2023.
Pursuant to the Arrangement, CUR transferred ownership of certain indirect wholly-owned subsidiaries that 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”).
As part of the Arrangement, CUR distributed 3,876,786 of the PUR Shares it received under the Arrangement to holders (the “CUR Shareholders”) of common shares of CUR (the “CUR Shares”) on a pro rata basis, such that CUR Shareholders as of 12:01 a.m. on the Record Date will receive 0.0373761 of a PUR Share for each CUR Share held by such holder as at the Record Date. CUR Shareholders of record as of the Record Date are entitled to receive PUR Shares in respect of the CUR Shares they hold. No additional action is required by registered CUR Shareholders in order to receive PUR Shares, and they will retain any certificates or direct registration statements representing their CUR Shares. All registered holders of CUR Shares have been recorded on the books of PUR as holders of Common Shares. In accordance with the procedures of CDS Clearing and Depository Services Inc., the payment date is November 29, 2023, and CUR Shareholders can expect to receive their PUR Shares on or about such date (the “Payment Date”).
In addition, PUR has completed the previously announced acquisition (the “Premier Transaction”) all of the outstanding shares of Premier Uranium Inc. (“Premier”), a privately held U.S. uranium focused project acquisition vehicle which owns a 100% interest in the Cyclone project in the Great Divide Basin of Wyoming and various mining claims in the Uravan Mineral Belt of Colorado. As consideration under the Premier Transaction, PUR has issued 12,000 Compressed Shares to the former shareholders of Premier. Each Compressed Share is the voting and economic equivalent to 1,000 PUR Shares, and therefore the equivalent of 12,000,000 PUR Shares were issued. The Compressed Shares are not listed on any exchange and were created to assist PUR in maintaining PUR’s foreign private issuer status under as defined in Rule 405 of the United States Securities Act of 1933, on a go-forward basis and to ensure that PUR was not immediately offside the foreign private issuer rules upon completion of the Premier Transaction, so as to avoid a commensurate material increase in PUR’s ongoing compliance costs. The Compressed Shares are only being issued to the shareholders of Premier in connection with the Premier Transaction. Compressed Shares may be used in future transactions, as determined by PUR.
In connection with the Arrangement and the previously announced subscription receipt financing (the “Offering”) conducted by PUR, a total of 4,763,457 subscription receipts of PUR (each, a “Subscription Receipt”) were issued, and were converted into 4,763,457 PUR Shares and 2,381,727 common share purchase warrants of PUR (each, a “Warrant”). Each Warrant entitles the holder to purchase one PUR Share at a price of $2.50 until November 27, 2026. As a result of the conversion of the Subscription Receipts, $6,858,579.12 that was previously held in escrow has been released to PUR. Red Cloud Securities Inc. acted as lead agent and sole bookrunner on behalf of a syndicate of agents including PI Financial Corp. in connection with the Offering.
Effective as of the closing of the Arrangement and Premier Transaction, the PUR management team is comprised of Tim Rotolo as Chief Executive Officer and Greg Duras as Chief Financial Officer. The board of directors of PUR is comprised of Martin Tunney (Chair), Tim Rotolo, Michael Harrison and Daniel Nauth.
PUR has received the conditional approval from the TSX Venture Exchange (the “TSXV”) for listing of the PUR Shares (the “Listing”). Listing is subject to the final approval of the TSXV in accordance with its original listing requirements. The Listing is expected to be completed shortly following the Payment Date.
