Virginia Energy Announces Mailing and Filing of Special Meeting Materials in Connection with Proposed Arrangement with Consolidated Uranium

Virginia Energy Announces Mailing and Filing of Special Meeting Materials in Connection with Proposed Arrangement with Consolidated Uranium

Virginia Energy Resources Inc. (TSXV: VUI) ("Virginia Energy" or the "Company") is pleased to announce that it has filed with the applicable Canadian securities regulatory authorities the management information circular and related meeting materials (the " Meeting Materials ") of the Company for use at the special meeting (the "Meeting ") of Virginia Energy shareholders (the " Shareholders ") to be held in connection with the proposed plan of arrangement under the Business Corporations Act ( British Columbia ) involving, among others, the Company and Consolidated Uranium Inc. (" Consolidated Uranium " or " CUR "), as previously announced on November 15, 2022 (the " Arrangement "). The Company has also mailed copies of the Meeting Materials to Shareholders entitled to vote on the Arrangement at the Meeting.

At the Meeting, Shareholders will be asked to consider and, if thought fit, to approve the Arrangement pursuant to which Consolidated Uranium will acquire all of the issued and outstanding common shares of Virginia Energy (each, a " Virginia Energy Share ") that Consolidated Uranium does not currently own. Each Shareholder will receive 0.26 of a common share of Consolidated Uranium (each, a " CUR Share ") for each Virginia Energy Share held (the " Exchange Ratio "). Consolidated Uranium currently owns 2,000,000 Virginia Energy Shares, representing approximately 2.87% of the currently outstanding Virginia Energy Shares.  The Company has been advised that Consolidated Uranium intends to vote all of its Virginia Energy Shares in favour of the Arrangement.

THE VIRGINIA ENERGY BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE ARRANGEMENT IS IN THE BEST INTERESTS OF THE COMPANY AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT.

Benefits of the Arrangement

In evaluating the Arrangement, the Virginia Energy Board of Directors and the special committee consulted with Company's management and its advisors and, in reaching their respective conclusions and making their unanimous recommendations in support of the Arrangement, carefully considered the key benefits and advantages resulting from the Arrangement, which include, but are not limited to:

  • the Exchange Ratio implies consideration equal to approximately $0.502 per Virginia Energy Share based on the closing price of the CUR Shares on the TSX Venture Exchange (" TSXV ") on November 14, 2022 , the last trading day before the Arrangement was announced, representing a premium of approximately 40.9% to the Virginia Energy Share price based on the 10-day volume weighted average share price of the CUR Shares and the Virginia Energy Shares on the TSXV for the period ending November 14, 2022 .
  • Current Shareholders will maintain exposure to the Coles Hill uranium project and will gain exposure to the Consolidated Uranium's properties. Current Shareholders (excluding Consolidated Uranium) will hold approximately 18.38% of the issued and outstanding shares of the combined company upon completion of the Arrangement, based on the number of securities of Consolidated Uranium and the Company issued and outstanding as of December 14, 2022 .
  • The liquidity position and combined cash position of the combined company will support funding of the Coles Hill uranium project in Virginia, USA .
  • The combined company will be better positioned to pursue a growth and value maximizing strategy as compared with the Company on a standalone basis, as a result of the combined company's larger market capitalization, increased technical expertise, asset diversification and elimination of single asset risk, increased financial capacity and enhanced access to capital over the long term and the likelihood of increased investor interest and access to business development opportunities due to the combined company's larger market presence.
  • The history of Consolidated Uranium's management team in successfully completing strategic transactions.
  • Upon completion of the Arrangement, the combined company will have a broader shareholder base, expected increased trading liquidity and a larger public float than the Company presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the combined company's investor appeal.
  • The impact of the Arrangement on all stakeholders in the Company, including Shareholders, employees, and local communities and governments, as well as the environment and the long-term interests of the Company.
The Meeting and Voting

The Meeting is scheduled to be held at the offices of the Company located at Suite 650 – 1021 West Hastings Street, Vancouver, BC V6E 0C3 at 10:00 a.m. ( Vancouver time) on January 19 , 2023.  Shareholders may vote in person at the Meeting or by proxy. Shareholders that are unable to attend the Meeting or any adjourned or postponed Meeting in person are requested to date, sign and return the form of proxy for use at the Meeting. The deadline for receipt of proxies for the Meeting is 10:00 a.m. (Vancouver Time) on January 17, 2023 .

Shareholders are advised to carefully read the notice of meeting, management information circular dated December 15, 2022 and other Meeting Materials and then vote in person at the Meeting or by proxy. The Meeting Materials are available under Virginia Energy's profile on SEDAR at www.sedar.com . Only Shareholders of record as at the close of business on December 15, 2022 are eligible to vote at the Meeting.

About Virginia Energy

Virginia Energy Resources Inc. (TSXV: VUI) is a uranium development and exploration company. Virginia Energy holds a 100% controlling interest in the Coles Hill uranium project located in south central Virginia, USA .

Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding "Forward-Looking" Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to activities, events or developments that Virginia Energy expect or anticipate will or may occur in the future including, but not limited to, expectations regarding timing of the Meeting, expectations regarding whether the proposed Arrangement will be consummated and the anticipated benefits of the Arrangement. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. Such forward-looking information and statements are based on numerous assumptions, including assumptions regarding completion of the Arrangement, including receipt of required shareholder, regulatory, court and stock exchange approvals. Although the assumptions made by Virginia Energy in providing forward-looking information or making forward-looking statements are considered reasonable by management of each company at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: the failure to obtain shareholder, regulatory, court or stock exchange approvals in connection with the Arrangement, failure to complete the Arrangement and  failure to realize the anticipated benefits of the Arrangement.

Although Virginia Energy have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Virginia Energy undertake no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

SOURCE Virginia Energy Resources Inc.

Cision View original content: https://www.newswire.ca/en/releases/archive/December2022/21/c4891.html

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