VANCOUVER, British Columbia--(BUSINESS WIRE)--European Uranium Resources Ltd. (the "Corporation") (TSXV: EUU) has signed a share purchase agreement (“SPA”) that supersedes a binding heads of agreement signed and announced on April 4, 2014. The SPA relates to the sale of the Corporation’s Kuriskova and Novoveska Huta, Slovakia uranium projects to Forte Energy NL (“Forte”) (ASX/AIM: FTE).
This sale represents the sale of the Corporation’s only remaining mineral projects. The Corporation intends to investigate mineral projects to option or acquire in multiple commodities in the general European area. On completing this transaction, the Corporation will have its initial funding to implement its business plan.
The SPA is subject to regulatory approval and the approval of the shareholders of both the Corporation and Forte. The terms of the agreement require that:
1. Forte will issue 915,937,500 fully paid ordinary shares (the “Consideration Shares”), which on April 4, 2014, had an approximate value of $7,500,000;
2. Forte will pay the Corporation $1,000,000 on closing; and
3. Forte will grant Corporation a 1% production royalty over the Kuriskova and Novoveska Huta uranium licenses in perpetuity.
On April 4, 2014, the sale price was equivalent to approximately $8.5 million before assigning value to the production royalty. The market capitalization of the Corporation’s stock at the time its stock was halted in early December 2013 was $6.3 million. The sale price represented a premium approaching 35%.
The heads of agreement and the Corporation’s announcement on April 4, 2014, contemplated that the Corporation would distribute on a pro-rata basis to the shareholders of the Corporation 854,875,000 of the Consideration Shares.
The SPA now contemplates that the Consideration Shares will be issued to the Corporation in installments in order to avoid a breach of the Australia Takeovers Prohibition, which prohibits, among other things and subject to certain exceptions, the acquisition of a relevant interest in issued voting shares in a corporation in a transaction which would result in a person acquiring more than 20% of the voting shares of the corporation or increases a person's holding of voting shares from above 20% to an amount that is less than 90%.
At closing of the SPA, the Corporation will receive the number of the Consideration Shares that would result in the Corporation holding approximately 19.9% of the Forte common shares outstanding immediately following the closing (the "Initial Consideration Shares"), with the balance of the Consideration Shares (such balance, from time to time, the "Deferred Consideration Shares"), to be issued over time, and from time to time.
In addition to the Australia Takeovers Prohibition, it became apparent that while an exemption from prospectus was available to distribute the Consideration Shares to the Corporation’s shareholders there was not an available exemption for those shareholders to be able to then sell the Consideration Shares if they chose to do so.
For these reasons, the Corporation will instead receive and retain the Consideration Shares and will not be distributing them it is shareholders. The Corporation may sell some of its Consideration Shares from time to time to fund its operations, in which case Forte will be given an opportunity to assist in placing the stock so that any sale is conducted in an orderly manner.
EUROPEAN URANIUM RESOURCES LTD.
Dorian L. (Dusty) Nicol, President and CEO
For further information please contact: Dorian (Dusty) Nicol, at (604) 536-2711, or visit www.euresources.com.
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.
This news release contains forward-looking statements that are based on the Corporation's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans to continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.