| Tue 22 Mar 2011, 8:47 | | UUU - Uranium one announces amended option agreement to Acquire Mantra Resources |
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UUU
UUU
UUU - Uranium one announces amended option agreement to Acquire Mantra Resources
- Reduction in price and improved flexibility to exercise option
Uranium One Inc
(Incorporated in Canada)
(Registration number: 15096422420)
Share code on the JSE: UUU & ISIN: CA91701P1053
Share code on the TSX: UUU & ISIN: CA91701P1053
News Release
March 21, 2011
Uranium One Announces Amended Option Agreement to Acquire Mantra Resources -
Reduction in Price and Improved Flexibility to Exercise Option
Vancouver, British Columbia and Johannesburg, South Africa - Uranium One Inc.
("Uranium One") today announced that Mantra Resources Limited ("Mantra") and JSC
Atomredmetzoloto ("ARMZ") have revised the terms of the Scheme Implementation
Agreement that was entered into by Mantra and ARMZ on December 15, 2010.
Under the revised agreement, Mantra shareholders will receive A$7.02 comprising
A$6.87 in cash to be paid by ARMZ and a cash dividend of A$0.15 to be paid by
Mantra instead of A$8.00 in cash.
The Directors of Mantra have agreed unanimously to recommend ARMZ`s revised
offer and will vote in favour of the Scheme in the absence of a superior
proposal and subject to receipt of an updated recommendation from the
independent expert that the revised transaction is in the best interests of
Mantra shareholders.
Mantra`s strategic shareholder, Highland Park S.A., which owns 13.5% of the
outstanding fully diluted share capital in Mantra, has also represented to
Mantra that it supports the revised transaction and will vote in favour of the
Scheme in the absence of a superior proposal.
Concurrently with the execution of the amendment to the Scheme Implementation
Agreement, Uranium One and ARMZ have entered into an Amended and Restated Option
Agreement which provides Uranium One with the benefit of the A$6.87 revised
price and additional flexibility in exercising the option to acquire Mantra.
Under the terms of the original Put/Call Option Agreement announced on December
15, 2010, Uranium One had a call option to acquire Mantra from ARMZ, exercisable
at any point within 12 months of closing of the acquisition of Mantra by ARMZ
and ARMZ had a put option to sell Mantra to Uranium One at the end of such term
for consideration equal to ARMZ`s acquisition cost plus certain additional
expenditures. The Amended and Restated Option Agreement provides Uranium One
with the ability to extend the term of the put/call option to 24 months from 12
months provided that Uranium One partially exercises its call option and
acquires approximately 15% of the shares of Mantra for US$150 million before the
later of six months from closing of the acquisition of Mantra by ARMZ and
January 31, 2012. If Uranium One`s call option is partially exercised, ARMZ`s
put option is only exercisable at the end of the 24 month term. The option to
acquire the remaining 85% interest in Mantra (or 100% if the option is not
partially exercised) remains subject to minority shareholder approval.
Uranium One and ARMZ remain committed to the joint strategy of creating a
world-leading diversified uranium production company with high quality mines
and development projects.
Chris Sattler, Chief Executive Officer of Uranium One, said:
"Mkuju River Project ranks among the best uranium development projects in the
world. The amended put/call structure maintains our ability to acquire a
world-class uranium development project at a lower cost while providing us
with additional flexibility to exercise the option."
About Uranium One
Uranium One is one of the world`s largest publicly traded uranium producers
with a globally diversified portfolio of assets located in Kazakhstan, the
United States and Australia.
For further information, please contact:
Chris Sattler
Chief Executive Officer
Tel: +1 416 350 3657
Rob Buchanan
Director, Investor Relations
Tel: +1 416 350 3657
Cautionary Statement
No stock exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.
Investors are advised to refer to independent technical reports containing
detailed information with respect to the material properties of Uranium One.
These technical reports are available under the profiles of Uranium One Inc and
UrAsia Energy Ltd. at www.sedar.com. Those technical reports provide the date
of each resource or reserve estimate, details of the key assumptions, methods
and parameters used in the estimates, details of quality and grade or quality
of each resource or reserve and a general discussion of the extent to which
the estimate may be materially affected by any known environmental, permitting,
legal, taxation, socio-political, marketing, or other relevant issues. The
technical reports also provide information with respect to data verification
in the estimation.
Forward-looking statements: This press release contains certain
forward-looking statements. Forward-looking statements include but are not
limited to those with respect to the price of uranium, the estimation of
mineral resources and reserves, the realization of mineral reserve estimates,
the timing and amount of estimated future production, costs of production,
capital expenditures, costs and timing of the development of new deposits,
success of exploration activities, permitting time lines, currency fluctuations,
requirements for additional capital, government regulation of mining operations,
environmental risks, unanticipated reclamation expenses, title disputes or
claims and limitations on insurance coverage and the timing and possible
outcome of pending litigation. In certain cases, forward-looking statements
can be identified by the use of words such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes" 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.
Forward-looking statements involve known and unknown risks, uncertainties
and other
factors which may cause the actual results, performance or achievements of
Uranium One to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements. Such
risks and uncertainties include, among others, the completion of the
transactions described in this press release, the future steady state
production and cash costs of Uranium One, the actual results of current
exploration activities, conclusions of economic evaluations, changes in project
parameters as plans continue to be refined, possible variations in grade and
ore densities or recovery rates, failure of plant, equipment or processes to
operate as anticipated, accidents, labour disputes or other risks of the mining
industry, delays in obtaining government approvals or financing or in completion
of development or construction activities, risks relating to the integration of
acquisitions and the realization of synergies relating thereto, to international
operations, to prices of uranium as well as those factors referred to in the
section entitled "Risk Factors" in Uranium One`s Annual Information
Form for the year ended December 31, 2009 and Management Information Circular
dated August 3, 2010, each of which is available on SEDAR at www.sedar.com, and
which should be reviewed in conjunction with this document. Although Uranium One
has attempted to identify important factors that could cause actual actions,
events or results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or results not
to be as anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements. Uranium One expressly disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except in accordance with applicable
securities laws.
For further information about Uranium One, please visit www.uranium1.com.
March 22, 2011
Johannesburg
Sponsor
Nedbank Capital
Date: 22/03/2011 08:47:01 Produced by the JSE SENS Department.
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