NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Standard Uranium Ltd. (" Standard Uranium " or the " Company ") (TSX-V: STND) (Frankfurt: FWB:9SU) is pleased to announce that it has entered into a letter agreement (the " Agreement ") with Red Cloud Securities Inc. (" Red Cloud ") as lead agent on behalf of a syndicate of agents (collectively, the " Agents ") and has filed and obtained a receipt for a preliminary short form prospectus (the " Preliminary Prospectus ") with the securities regulators in each of the Provinces of Canada other than the Province of Québec, pursuant to which the Company proposes to complete a public offering of up to 7,500,000 units of the Company (the " Units ") at a price of C$0.20 per Unit and up to 6,818,181 flow-through units of the Company (the " FT Units ", and collectively with the Units, the " Offered Securities ") at a price of C$0.22 per FT Unit for gross proceeds of up to C$3,000,000 (the " Marketed Offering "). Closing of the Marketed Offering is expected to occur on or around October 29, 2020 (the " Closing Date ").
Each Unit shall be comprised of one common share (each a " Share ") in the capital of the Company and one-half-of-one Share purchase warrant (each a " Warrant "). Each FT Unit shall be comprised of one Share issued on a flow-through basis (each a " FT Share ") and one-half-of-one Warrant. Each whole Warrant shall be exercisable into one Share at a price of C$0.30 for a period of thirty-six (36) months from the Closing Date, subject to an accelerated expiry (the " Acceleration ") in the event the Shares close at or above C$0.60 on the TSX Venture Exchange (the " Exchange ") for ten (10) consecutive trading days.
Pursuant to the Agreement, the Company will grant to the Agents an option to cover over-allotments and for market stabilization purposes (the " Over-Allotment Option ", and collectively with the Marketed Offering, the " Offering ") to sell up to an additional C$450,000 of Offered Securities on the same terms and conditions as set out herein, exercisable in whole or in part, at any time and from time to time, for a period of thirty (30) days from and including the Closing Date.
Eventus Capital Corp. is acting as special advisor to the Company in connection with the Marketed Offering.
The net proceeds raised from the sale of Units will be for the exploration and development of the Company's Davidson River Project and for working capital purposes. Proceeds from the sale of FT Shares underlying the FT Units will be used to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act and "flow through mining expenditures" as defined in subsection 127(9) of the Income Tax Act (" Qualifying Expenditures "). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2020, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.
Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Exchange and applicable securities regulatory authorities.
A copy of the Preliminary Prospectus is available at www.sedar.com .
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Offered Securities, nor shall there be any sale of the Offered Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offered Securities being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person.
Annual General and Special Meeting
The Company also announces that all matters presented at the annual general and special meeting of the shareholders of the Company, held on September 29, 2020, were approved. At the meeting, shareholders re-elected the current board of directors of the Company, and also appointed Kenneth Judge as a new member of the board effective immediately.
About Standard Uranium (TSX-V: STND)
We find the fuel to power a clean energy future
Standard Uranium is a mineral resource exploration company based in Vancouver, British Columbia. Since its establishment, Standard Uranium has focused on the identification and development of prospective exploration stage uranium projects in the Athabasca Basin in Saskatchewan, Canada. Standard Uranium's Davidson River Project, in the southwest part of the Athabasca Basin, Saskatchewan, is comprised of 21 mineral claims over 25,886 hectares. The Davidson River Project is highly prospective for basement hosted uranium deposits yet remains untested by drilling despite its location along trend from recent high-grade uranium discoveries. A copy of the 43-101 Technical Report that summarizes the exploration on the Project is available for review under Standard Uranium's SEDAR issuer profile ( www.sedar.com ).
For further information contact:
Jon Bey, President, Chief Executive Officer, and Chairman
550 Denman Street, Suite 200
Vancouver, BC V6G 3H1
Tel: 1 (604) 375-4488
Cautionary Statement Regarding Forward-Looking Statements
This news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute "forward looking statements", which are not composed of historical facts. Forward-looking statements may be identified by such terms as "believes", "anticipates", "intends", "expects", "estimates", "may", "could", "would", "will", or "plan", and similar expressions. Specifically, forward looking statements in this news release include, without limitation, statements regarding: the timing and content of upcoming work programs; timing of geochemical results; geological interpretations; and estimates of market conditions. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events, performance, or achievements of the Company to differ materially from those anticipated or implied in such forward-looking statements. The Company believes that the expectations reflected in these forward-looking statements are reasonable, but there can be no assurance that actual results will meet management's expectations. In formulating the forward-looking statements contained herein, management has assumed that business and economic conditions affecting the Company will continue substantially in the ordinary course and will be favourable to the Company. Factors that may cause actual results to differ materially from those anticipated by these forward looking statements include: the ability to commence and complete work on the Davidson River Project given the global COVID-19 pandemic; changes in equity markets; the Company's ability to raise additional capital if and when necessary; and other factors as described in detail in the Company's annual information form dated May 2, 2020 and other public filings, all of which may be viewed on SEDAR ( www.sedar.com ). Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange ) accepts responsibility for the adequacy or accuracy of this release.