ValOre Enters Into Definitive Agreement to Sell 100% Interest in Angilak Property to Labrador Uranium

ValOre Enters Into Definitive Agreement to Sell 100% Interest in Angilak Property to Labrador Uranium

Valore Metals Corp. TSX ‐ V: VO ; OTCQB: KVLQF ; Frankfurt: KEQ0 (" ValOre " or the " Company ") today announced that it has entered into a definitive agreement (the " Definitive Agreement ") with Labrador Uranium Inc. (" Labrador ") whereby ValOre has agreed to sell to Labrador (the " Transaction ") a 100% interest in ValOre's Angilak Property uranium project in Nunavut Territory (the " Angilak Property ") for consideration comprised of: (i) CDN$3,000,000 in cash, and (ii) 100,000,000 common shares of Labrador, which shares represent a value of CDN$40,000,000, calculated using the volume weighted average price of the Labrador common shares for the 10-day period immediately prior to entering into the aforementioned Definitive Agreement. It is intended that the Transaction be completed by way of plan of arrangement (the " Arrangement ") under the provisions of the Business Corporations Act (British Columbia). The 100,000,000 common shares of Labrador issued to ValOre as consideration for the Angilak Property will be distributed, pro rata to the shareholders of ValOre at closing of the Transaction, as a return of capital.

As a condition to closing of the Transaction, Labrador will complete a subscription receipt financing (the (" Labrador Financing ") on a "bought deal basis" of a combination of flow through funds (at between CDN$0.42 and CDN$0.525 per subscription receipt) and non flow through funds (at CDN$0.35 per subscription receipt) for gross proceeds of not less than CDN$12 million, with a minimum of CDN$4 million of such funds being raised on a non flow through basis. Upon closing of the Transaction, the subscription receipts will convert to units of Labrador. In the case of flow through funds, the units will consist of a one common share and a one-half of a common share purchase warrant exercisable at CDN$0.50 for a period of three years and in the case of non flow through funds, the units will consist of a one common share and a one full three year common share purchase warrant exercisable at CDN$0.50 per share for a period of three years. All securities of Labrador issued pursuant to the Labrador Financing will have a statutory hold period of four (4) months plus one day from the date of issuance of the subscription receipts. The common shares of Labrador issued as consideration for the Angilak Property to be distributed to ValOre shareholders will be subject to a hold period expiring on the same date as the shares of Labrador issued upon conversion of the subscription receipts.

Completion of the Transaction is subject to a number of conditions, including but not limited to: (i) the approval of all regulatory bodies having jurisdiction in connection with the Transaction (including approval of the TSX Venture Exchange and the Canadian Securities Exchange); (ii) completion of the Labrador Financing; (iii) approval of not less than 2/3 of shareholders of ValOre to be voted at a special meeting of ValOre shareholders; (iv) receipt of interim and final orders of the Supreme Court of British Columbia approving the Arrangement; and (iv) satisfaction of other closing conditions customary in a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all.

The Transaction has been unanimously approved by the Board of Directors of ValOre and is expected to close in the second quarter of 2023 subject to and following the satisfaction of the conditions precedent to the Transaction as mentioned above. The Company's Board of Directors and senior officers, collectively owning approximately 19.5% of the outstanding common shares of ValOre, have entered into voting support agreements to support the Transaction.

Canaccord Genuity Corp. has provided a fairness opinion to the Board of Directors of the Company, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid under the Arrangement is fair, from a financial point of view, to the Company. The full text of the fairness opinion, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken, and the terms and conditions of the Transaction, will be included in the management information circular (the " Information Circular ") of the Company for the upcoming shareholder meeting.

The above summary description of the Transaction is qualified in entirety by the full text of the Definitive Agreement, as well as the full text of the Information Circular to be delivered to the shareholders of ValOre, both of which will be available under ValOre's SEDAR profile at www.sedar.com . Prospectus level disclosure of Labrador, including the Angilak Property, will be provided in the Information Circular. Further details as to timing of delivery of material to shareholders and expected closing of the Transaction will be provided shortly.

As a means of funding exploration on the Angilak Property immediately, pending completion of the Transaction during the current field season, ValOre and Labrador have entered into an earn-in agreement under which Labrador has the option to earn up to a 10% interest in the Angilak Property by financing mineral exploration expenditures in the aggregate amount of up to $3.5-million on or before the first anniversary of the earn-in agreement. On closing of the Transaction, the earn-in agreement will effectively be assigned to and assumed by Labrador such that it will have 100% of the Angilak Property.

Jim Paterson, CEO of ValOre stated, "We are delighted to provide ValOre shareholders with a major ownership position in Labrador Uranium, which boasts a leadership team with a track record of success in the global uranium sector and significant capital markets strength. Labrador will be well funded and focused on rapidly advancing the Angilak Property within a pure play Canadian uranium vehicle."

ValOre Private Placement Financing

In addition to the above Transaction and Labrador Financing, ValOre intends to complete a private placement financing for aggregate proceeds of up to CDN$5,000,000 (the " ValOre Private Placement Financing ") prior to the closing of the Transaction, with subscribers being eligible to receive their pro-rata share of the Labrador shares to be distributed to ValOre shareholders. Details (including pricing) of the ValOre Private Placement Financing will be disclosed in a future news release.

Advisor and Counsel

The Company has retained Canaccord Genuity Corp. as financial advisor. Farris LLP is acting as legal counsel to the Company.

On behalf of the Board of Directors,

" Jim Paterson "
James R. Paterson, Chairman and CEO Valore Metals Corp.

For further information about Valore Metals Corp., or this news release, please visit our website at www.valoremetals.com or contact Investor Relations at 604-653-9464, or by email at contact@valoremetals.com .

Valore Metals Corp. is a proud member of Discovery Group. For more information please visit: https://www.discoverygroup.ca/ .

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.

Forward Looking Information

Certain statements and information herein contain forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include but are not limited to statements or information with respect to: the proposed Transaction, the Labrador Financing and the ValOre Private Placement Financing (including required approvals).

Although management of the Company believe that the assumptions made and the expectations represented by such forward-looking statements are reasonable, there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: the Transaction, the Labrador Financing and ValOre Private Placement Financing may not close on the terms set forth herein, or at all; risks relating to the receipt of all requisite approvals for the proposed Transaction, Labrador Financing and the ValOre Private Placement Financing; changes in general economic conditions or conditions in the financial markets; and risks related to general economic conditions.

The Company does not undertake to update any forward-looking information, except in accordance with applicable laws.


News Provided by GlobeNewswire via QuoteMedia

VO:TCM
The Conversation (0)
ValOre Metals Corp. Invites You to Join Us at the Red Cloud Fall Mining Showcase 2022

ValOre Metals Corp. Invites You to Join Us at the Red Cloud Fall Mining Showcase 2022

Valore Metals Corp. (TSXV: VO) is pleased to announce that the company will be presenting at Red Cloud's 2022 Fall Mining Showcase. We invite our shareholders and all interested parties to join us there.

The annual conference will be hosted in-person, at the Sheraton Centre Toronto Hotel from November 9-10, 2022.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Baselode Discovers New Zone of Radioactivity Six Kilometres Northeast of ACKIO

Baselode Discovers New Zone of Radioactivity Six Kilometres Northeast of ACKIO

  • Intersected over 30 metres of continuous radioactivity within a massive hydrothermal alteration system
  • New zone discovered on the second drill hole of Hook's regional exploration program, 6 km from ACKIO discovery
  • Demonstrates the fertility of the uranium corridor along Baselode's Hook Project

Baselode Energy Corp. (TSXV: FIND) (OTCQB: BSENF) ("Baselode" or the "Company") is pleased to announce the discovery of a new uranium prospect on the Hook project ("Hook") in the Athabasca Basin area of northern Saskatchewan (Figure 1).

"We're very excited about this new discovery on Hook, on the second hole of our regional exploration program. HK24-010 intersected over 30 metres of continuous radioactivity at approximately 173 metres vertical depth. This new discovery is hosted within a massive alteration corridor similar in scale to what we have observed at our ACKIO zone 6 km to the southwest. We believe the alteration corridor has mobilized uranium from the host rocks and deposited it within a redox front, similar to what we interpret for HK24-010. We intend to follow-up drilling in this area in the coming weeks after completing exploration drilling in a logistically efficient order on other targets with stronger geophysical anomalisms. Hook's regional exploration aim was to discover new zones of uranium mineralization and we're well on our way with this new prospect," commented James Sykes, CEO, President, and Director of Baselode.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Skyharbour Intersects 7.30% U3O8 over 3.0m within 5.0m of 4.61% U3O8 at High-Grade Moore Project and Plans for Upcoming Fully-Funded Summer Drill Programs

Skyharbour Intersects 7.30% U3O8 over 3.0m within 5.0m of 4.61% U3O8 at High-Grade Moore Project and Plans for Upcoming Fully-Funded Summer Drill Programs

Skyharbour Resources Ltd. (TSX-V: SYH ) (OTCQX: SYHBF ) (Frankfurt: SC1P ) (the "Company") is pleased to announce assay results from its 2024 winter diamond drilling program which totaled 2,864 metres in nine holes at its 100% owned, 35,705 hectare Moore Uranium Project. The project is located approximately 15 kilometres east of Denison Mine's Wheeler River project and proximal to regional infrastructure for Cameco's Key Lake and McArthur River operations in the Athabasca Basin, Saskatchewan. A highlight from this program was from hole ML24-08 which intersected 5.0 metres of 4.61% U 3 O 8 from a relatively shallow downhole depth of 265.5 metres to 270.5 metres including 10.19% U 3 O 8 over 1.0 metre at the Main Maverick Zone. Skyharbour plans to continue advancing Moore through additional drilling in 2024 in conjunction with a fully-funded summer drill program to follow-up on the recently reported Fork target uranium discovery at the Company's adjacent Russell Lake Uranium Project. The combined drill campaign this summer is planned to consist of approximately 7,000 - 8,000 metres with details forthcoming.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Skyharbour Drills New Discovery at Russell Project with High-Grade Uranium Mineralization Up to 3.0% U3O8 at Newly Identified Fork Zone; Preparing for Fully-Funded Summer Drill Program

Skyharbour Drills New Discovery at Russell Project with High-Grade Uranium Mineralization Up to 3.0% U3O8 at Newly Identified Fork Zone; Preparing for Fully-Funded Summer Drill Program

Skyharbour Resources Ltd. (TSX-V: SYH ) (OTCQB: SYHBF ) (Frankfurt: SC1P ) (the "Company") is pleased to announce initial results from Phase One of its 2024 winter drill program at the 73,294 hectare Russell Lake Uranium Project ("Russell" or the "Project"). The Project is strategically located in the central core of the Eastern Athabasca Basin of northern Saskatchewan adjacent to regional infrastructure, including an all-weather road and powerline. Drilling at Russell was completed during two separate phases of drilling with a total of 3,094 metres drilled in six holes during Phase One with geochemical assays reported here. The second phase of the winter drill program at Russell consisted of 2,058 metres in four holes with the geochemical assays still pending and to be released at a later date. The Company also recently completed 2,864 metres of drilling in nine holes at its Moore Project with assays pending from that program.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Purepoint Uranium Provides Exploration Update on Geophysical Programs at Russell South, Tabbernor, and Smart Lake Projects

Purepoint Uranium Provides Exploration Update on Geophysical Programs at Russell South, Tabbernor, and Smart Lake Projects

Purepoint Uranium Group Inc. (TSXV: PTU) (OTCQB: PTUUF) ("Purepoint" or the "Company") is pleased to announce the completion of two geophysical programs at its Russell South project, the commencement of a new geophysical survey at the Tabbernor project, and the rescheduled survey at the Smart Lake joint venture project. Additionally, Purepoint has released an updated Portfolio Handbook, now available on the Company's newly launched website.

"Our team has made significant strides in advancing our exploration efforts at both Russell South and Tabbernor," said Chris Frostad, President and CEO of Purepoint. "We are particularly excited about the upcoming completion of the Smart Lake survey, which will set the stage for our winter drilling program."

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Baselode Reports High Levels of Radioactivity Over Wide Intercepts at ACKIO Uranium Project

Baselode Reports High Levels of Radioactivity Over Wide Intercepts at ACKIO Uranium Project

  • Over 30 metres of continuous radioactivity, such as 907 cps over 34 m, including 9,173 cps over 0.4 m
  • AK24-118 and AK24-119 returned the widest radioactivity levels in Pod 6
  • All three drill holes with over 20 metres of cumulative thickness of radioactivity
  • The second drill for regional exploration targets has now mobilized to site

Baselode Energy Corp. (TSXV: FIND) (OTCQB: BSENF) ("Baselode" or the "Company") is pleased to announce radioactivity results from the first three diamond drill holes within the ACKIO ("ACKIO") uranium prospect of the Hook project ("Hook") in the Athabasca Basin area of northern Saskatchewan (Figure 1).

"AK24-119's results rank as one of the top 10 best drill hole radioactivity intersections at ACKIO, making this a unique drill hole. Previous drill hole AK22-035 intersected 0.54% U3O8 over 7.3 m (see Baselode News Release dated September 12, 2022) in Pod 6, and we are seeing similar levels of radioactivity within AK24-118 and AK24-119 but over broader widths within the same Pod, suggesting mineralization remains open in this area. ACKIO has continued to deliver encouraging results since the discovery in 2021, and we expect more promising results to follow.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Skyharbour and JV Partner Orano Announce Completion of Geophysics and Upcoming Commencement of Field Program at Preston Uranium Project

Skyharbour and JV Partner Orano Announce Completion of Geophysics and Upcoming Commencement of Field Program at Preston Uranium Project

Skyharbour Resources Ltd. (TSX-V: SYH ) (OTCQX: SYHBF ) (Frankfurt: SC1P ) ("Skyharbour" or the "Company"), is pleased to announce that its joint-venture partner company, Orano Canada Inc. ("Orano"), has recently completed a geophysical program at the 49,635 hectare Preston Uranium Project ("Preston" or the "Property") located in the western Athabasca Basin, Saskatchewan, Canada. The program included a ground electromagnetic survey (ML-TEM) and a ground gravity survey. Orano is now preparing for a Spatiotemporal Geochemical Hydrocarbons (SGH) soil sampling program that will take place this summer at the project.

Location Map of Preston Project:
https://www.skyharbourltd.com/_resources/maps/Sky_Preston_20211209.jpg

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×