Closing of the Arrangement remains subject to satisfaction of certain customary closing conditions, including stock exchange and regulatory approvals
IsoEnergy will acquire Consolidated Uranium. (Credit: WikiImages from Pixabay)
Consolidated Uranium Inc. (“CUR”, the “Company”, “Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) is pleased to announce that the Ontario Superior Court of Justice has granted the final order (the “Final Order”) in connection with the previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “Merger” or the “Arrangement”), pursuant to which, among other things, IsoEnergy Ltd. (“IsoEnergy”) (TSXV:ISO) will acquire all of the issued and outstanding common shares of Consolidated Uranium not already held by IsoEnergy or its affiliates (the “CUR Shares”) in exchange for 0.500 of a common share of IsoEnergy (each whole share, an “IsoEnergy Share”) for each CUR Share held. As previously announced, the Arrangement was approved by the Company’s shareholders at a special meeting held on November 28, 2023.
The Company is also pleased to announce that it has received written notice from the Committee on Foreign Investment in the United States that it has concluded its review of the Arrangement and determined that there are no unresolved national security concerns with respect to the Arrangement.
Closing of the Arrangement remains subject to satisfaction of certain customary closing conditions, including stock exchange and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement on or around December 5, 2023.
Under the terms of the option agreement between the Company and Mega Uranium Ltd. (“Mega”) dated May 14, 2020, as amended (the “Option Agreement”), pursuant to which the Company acquired the Ben Lomond project in Australia, Mega is entitled to receive certain payments contingent upon the attainment of certain milestones tied to the spot price of uranium. As the Ux U3O8 Monthly Average Price exceeded USD$75/lb (the “Pricing Threshold”), Mega is entitled receive payment of an additional $800,000, payable in CUR Shares at the election of CUR. As a result of the Pricing Threshold having been met, CUR intends to deliver to Mega aggregate consideration of $800,000 to be satisfied by the issuance of 400,000 Common Shares at a deemed price of $2.00 per share, being the volume-weighted average price of the CUR Shares for the five-day period ending on November 27, 2023, being the day on which the Pricing Threshold was achieved. All CUR Shares issued pursuant to the Option Agreement are subject to final approval of the TSX Venture Exchange (the “TSXV”) and will be subject to a hold period expiring four months and one day from the applicable date of issuance.
Source: Company Press Release