DGAP-News: Uranium Energy Corp to Acquire Cue Resources Ltd.
(firmenpresse) - DGAP-News: Uranium Energy Corp. / Key word(s): Acquisition
Uranium Energy Corp to Acquire Cue Resources Ltd.
23.01.2012 / 15:45
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Uranium Energy Corp to Acquire Cue Resources Ltd.
Corpus Christi, TX and Vancouver, BC - January 23, 2012 -- Uranium Energy
Corp. (NYSE-AMEX: UEC) and Cue Resources Ltd. (TSX-V: CUE) are pleased to
announce that they have entered into an Arrangement Agreement under which
UEC will acquire all of the outstanding common shares of CUE by way of a
plan of arrangement (the 'Arrangement'). Upon completion of the
Arrangement, it is anticipated that approximately 2,336,260 shares of UEC's
common stock will be issued to former CUE stockholders to acquire CUE and
its wholly-owned subsidiary holding an undivided 100% legal and beneficial
interest in and to certain concession contracts covering a 230,650-hectare
uranium exploration property located in southeastern Paraguay and known as
the Yuty Project.
Amir Adnani, UEC President and CEO, stated, 'The Company's plan is to make
the Yuty Project our second major uranium asset in Paraguay. CUE's
projects and resources will be synergistic with our current operations, and
consistent with our development strategy in this stable and
business-friendly country. With share dilution at a low 3.1% for this
acquisition, UEC continues to expand and diversify its project portfolio at
attractive costs with projects that have been the subject of significant
exploration and development.'
Robert Tyson, CUE President and CEO, stated, 'Since the Fukushima disaster,
funding uranium projects has been a challenging task. The severe reduction
in enterprise value and share price required CUE's Board of Directors to
pursue alternative financing opportunities in the best interests of CUE and
our shareholders. Consummation of this relationship with UEC allows for
our project to advance. UEC is a recognized ISR uranium producer with a
technical team that has an established record of developing and producing
sandstone-hosted uranium deposits.'
The Yuty ISR Project
The Yuty ISR Project covers 230,650 hectares and is located approximately
200 kilometers east and southeast of Asunción, the capital of Paraguay. It
is located within the ParanáBasin, which is host to a number of known
uranium deposits, including Figueira and Amorinópolis in Brazil.
Preliminary studies indicate amenability to extraction by in situ recovery
methods, which is the same process currently used by UEC at its Texas
operations. CUE has spent over CAD$16 million developing Yuty since 2006.
In 1976, uranium exploration in southeastern Paraguay was initiated by
Anschutz Corporation ('Anschutz') of Denver, Colorado, on behalf of a joint
venture with Korea Electric Power Corporation and Taiwan Power Company.
This exploration was conducted under an exclusive exploration and
exploitation concession covering 162,700 square kilometres, virtually the
entire eastern half of Paraguay, and identified several large target areas
including the Yuty Project. In total, approximately 75,000 meters of core
and rotary drilling were completed by Anschutz between 1976 and 1983 when
further work ceased due to low uranium prices.
In July 2006, CUE acquired an option on the Yuty Project and initiated
rotary and diamond drilling programs. Between 2007 and 2010, CUE completed
256 drill holes totaling 31,000 meters of core and rotary drilling and
acquired a 100% interest in the Yuty Project.
The current resource for the Yuty Project is 8.914 Million lbs of eU308
Measured plus Indicated, and 2.226 Million lbs of eU308 Inferred, which has
been finalized in a technical report prepared for CUE titled 'Updated
Technical Report on the Yuty Uranium Project, Republic of Paraguay' dated
August 24, 2011 (the 'Yuty Technical Report'). The Yuty Technical Report
shows an increased average grade and resource at the Yuty Project as
follows:
Measured Resource 2.054M tonnes (at) 0.062 % eU3O8 containing 2.801M lbs eU3O8
Indicated Resource 5.783M tonnes (at) 0.048 % eU3O8 containing 6.113M lbs
eU3O8
Inferred Resource 2.139M tonnes (at) 0.047 % eU3O8 containing 2.226M lbs eU3O8
The technical information in this news release was prepared in accordance
with the Canadian regulatory requirements set out in NI 43-101 and is
extracted from the Yuty Technical Report, which is filed on CUE's SEDAR
profile and is available for viewing at www.sedar.com. The technical
information in this news release and the Yuty Technical Report have been
reviewed by each of Chris M. Healey, P. Geo., a director of CUE, and Clyde
L. Yancey, P.G., Vice President of Exploration for UEC, each being a
qualified person as defined by NI 43-101. To the best of UEC's knowledge,
information, and belief, there is no new material scientific or technical
information that would make the disclosure of the mineral resources
contained in this news release inaccurate or misleading. The Yuty Project
is described in more detail in the press release of CUE dated August 26,
2011.
Terms of the Arrangement
Under the terms of the Arrangement Agreement, CUE's shareholders will
receive 0.0195 of one share of UEC common stock for every one share of CUE
common stock. With 119,808,067 shares of CUE common stock outstanding, it
is anticipated that approximately 2,336,260 shares of UEC common stock will
be issued to the former CUE shareholders upon completion of the
Arrangement, representing approximately 3.1% of the issued and outstanding
common stock of UEC.
The Boards of Directors of UEC and CUE have each unanimously approved the
Arrangement Agreement and have concluded that the proposed Arrangement is
in the best interests of UEC and CUE, respectively.
In conjunction with the Arrangement Agreement, the directors and officers
of CUE, together with certain additional shareholders of CUE, have agreed
to immediately enter into voting agreements with UEC pursuant to which they
will agree to vote their CUE shares in favor of the Arrangement. The CUE
shares which are expected to be subject to voting agreements will represent
approximately 51.8% of CUE's outstanding common shares as of January 20,
2012.
The Board of Directors of CUE is expected to provide a written
recommendation that the CUE shareholders vote their shares in favor of the
Arrangement in the management information circular to be prepared and
mailed by CUE in connection with the proposed Arrangement. The proposed
Arrangement will be carried out by way of a court-approved plan of
arrangement and will require the approval of shareholders holding at least
two-thirds of the CUE shares represented in person or by proxy at a special
meeting of CUE shareholders to be called to consider the Arrangement. In
addition to shareholder and court approvals, the proposed Arrangement is
subject to applicable regulatory approvals and the satisfaction of certain
other closing conditions customary in transactions of this nature.
Further information regarding the Arrangement will be contained in the
management information circular of CUE to be mailed to CUE shareholders and
filed on SEDAR. The date of the special meeting for shareholders of CUE is
presently expected to take place on or about March 26, 2012, with closing
expected to occur as soon as possible thereafter. All shareholders of CUE
are urged to read the management information circular once it becomes
available as it will contain additional important information concerning
the proposed Arrangement.
The foregoing description of the Arrangement Agreement is not complete and
is qualified in its entirety by reference to the Arrangement Agreement
which will be filed on each of UEC's and CUE's SEDAR profiles and will be
available for viewing at www.sedar.com.
UEC expects to apply to list its shares issuable under the proposed
Arrangement on the NYSE Amex equities exchange on closing. It is
anticipated that the shares of CUE will be delisted from the TSX Venture
Exchange following completion of the Arrangement.
About Uranium Energy Corp.:
Uranium Energy Corp. is a U.S.-based uranium production, development and
exploration company operating North America's newest emerging uranium mine.
UEC's fully licensed and permitted Hobson processing facility is central to
all of its projects in South Texas, including the Palangana in-situ
recovery project, which is ramping up initial production, and the Goliad
in-situ recovery project, which has been granted its Mine Permit and is in
the initial stages of mine construction.
UEC's operations are managed by professionals with a recognized profile for
excellence in their industry, a profile based on many decades of hands-on
experience in the key facets of uranium exploration, development and
mining. For detailed information visit UEC's web site at
www.uraniumenergy.com.
About Cue Resources Ltd.:
Cue Resources Ltd. is focused on its Yuty Uranium Project located in
southeastern Paraguay. This property was extensively explored in the late
1970's and early 1980's, leading to the discovery of significant uranium
mineralization in a roll-front environment. Activities then ceased with
the global fall in uranium prices. Worldwide, projects of this nature are
commonly recoverable through the use of in situ recovery technology (ISR).
Four major drilling campaigns have now been completed by CUE. For detailed
information visit CUE's web site at www.cue-resources.com.
For further information please contact:
Investor Relations, Uranium Energy Corp.: Robert Tyson, Cue ResourcesNeither the TSX Venture Exchange nor its Regulation Services Provider (as
Ltd.:
Toll Free: (866) 748-1030 Tel: (604) 568-2080
Fax: (361) 888-5041 Fax: (604) 684-2990
E-mail: info(at)uraniumenergy.com E-mail:
rstyson(at)cue-resources.com
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Notice to U.S. Investors
The mineral resources referred to herein have been estimated in accordance
with the definition standards on mineral resources of the Canadian
Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101 and
are not compliant with U.S. Securities and Exchange Commission (the 'SEC')
Industry Guide 7 guidelines. In addition, measured mineral resources,
indicated mineral resources and inferred mineral resources, while
recognized and required by Canadian regulations, are not defined terms
under SEC Industry Guide 7 and are normally not permitted to be used in
reports and registration statements filed with the SEC. Accordingly, we
have not reported them in the United States. Investors are cautioned not to
assume that any part or all of the mineral resources in these categories
will ever be converted into mineral reserves. These terms have a great
amount of uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility. In particular, it should be noted
that mineral resources which are not mineral reserves do not have
demonstrated economic viability. It cannot be assumed that all or any part
of measured mineral resources, indicated mineral resources or inferred
mineral resources will ever be upgraded to a higher category. In accordance
with Canadian rules, estimates of inferred mineral resources cannot form
the basis of feasibility or other economic studies. Investors are cautioned
not to assume that any part of the reported measured mineral resources,
indicated mineral resources or inferred mineral resources referred to in
this news release are economically or legally mineable.
Safe Harbor Statement
Except for the statements of historical fact contained herein, the
information presented in this news release constitutes 'forward-looking
statements' as such term is used in applicable United States and Canadian
laws. These statements relate to analyses and other information that are
based on forecasts of future results, estimates of amounts not yet
determinable and assumptions of management. Any other statements that
express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
'expects' or 'does not expect', 'is expected', 'anticipates' or 'does not
anticipate', 'plans, 'estimates' or 'intends', or stating that certain
actions, events or results 'may', 'could', 'would', 'might' or 'will' be
taken, occur or be achieved) are not statements of historical fact and
should be viewed as 'forward-looking statements'. Such forward looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
risks and other factors include, among others, the actual results of
exploration activities, variations in the underlying assumptions associated
with the estimation or realization of mineral resources, the availability
of capital to fund programs and the resulting dilution caused by the
raising of capital through the sale of shares, accidents, labor disputes
and other risks of the mining industry including, without limitation, those
associated with the environment, delays in obtaining governmental
approvals, permits or financing or in the completion of development or
construction activities, title disputes or claims limitations on insurance
coverage. Although the Company has attempted to identify important factors
that could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be other
factors that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that such statements will
prove to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements contained in
this news release and in any document referred to in this news release.
Certain matters discussed in this news release and oral statements made
from time to time by representatives of the Company may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and the Federal securities laws. Although the
Company believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, it can give no assurance
that its expectations will be achieved. Forward-looking information is
subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from those projected. Many of these factors
are beyond the Company's ability to control or predict. Important factors
that may cause actual results to differ materially and that could impact
the Company and the statements contained in this news release can be found
in the Company's filings with the Securities and Exchange Commission. For
forward-looking statements in this news release, the Company claims the
protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995. The Company assumes
no obligation to update or supplement any forward-looking statements
whether as a result of new information, future events or otherwise. This
press release shall not constitute an offer to sell or the solicitation of
an offer to buy securities.
End of Corporate News
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