Westwater’s Board Has Refused to Engage
Constructively Despite Unique Opportunity to Build a Domestic
Critical Minerals Supply Chain and Deliver a Significant Premium
for Shareholders
Idaho Strategic Resources (NYSE American: IDR) (“Idaho
Strategic” or “we”) today announced that it has withdrawn its
business combination proposal to acquire Westwater Resources, Inc.
(NYSE American: WWR) (“WWR” or “Westwater”) for $1.36 per share due
to the Board of Directors (the “Board”) of Westwater’s continued
unwillingness to constructively engage in discussions around a
potential combination. The proposal to build a new domestic
critical minerals company represented a share price premium of
approximately 73% to the last unaffected trading day for both
companies prior to the business combination proposal announcement
on December 22, 2022.
“We are disappointed that the Westwater Board has refused to
even discuss the potential combination of our two companies and
ignored our proposal that would deliver immediate and long-term
value to all Westwater shareholders,” said John Swallow, Idaho
Strategic President and CEO. “Instead of engaging in constructive
dialogue, the Westwater Board let this unique and value-generative
opportunity to potentially create a company with a clean share
structure, a low float, high insider ownership, a significant cash
position and several tier 1 critical minerals projects within the
United States go unexplored.”
Mr. Swallow continued, “After careful assessment with our
advisors, we determined that given the lack of meaningful
engagement from Westwater, Idaho Strategic’s best path forward at
this time is to execute on our own ‘production-based’ strategy
while delivering long-term value for our stakeholders. Our gold
operations are hitting stride and the dynamic nature of the REE
industry seems to be changing almost daily. With our positioning in
the REE industry and actual mining and development experience, our
ability to drive results even through periods of increased
inflation and global uncertainty, in addition to providing exposure
to a decarbonized future is relevant now more than ever. We will
continue our disciplined approach to M&A, while monitoring the
situation at WWR, and explore value enhancing opportunities just as
our shareholders have come to expect.”
About Idaho Strategic Resources, Inc.
Domiciled in Idaho and headquartered in the Panhandle of
northern Idaho, Idaho Strategic Resources (IDR) is one of the few
resource-based companies (public or private) possessing the
combination of officially recognized U.S. domestic rare earth
element properties (in Idaho), the largest known concentration of
thorium resources in the U.S., and Idaho-based gold production
located in an established mining community.
Idaho Strategic Resources maintains an important strategic
presence in the U.S. Critical Minerals sector, specifically focused
on the more “at-risk” Rare Earth Elements (REE’s) and Thorium. With
over 11,000 acres of Rare Earth Element landholdings, the Company
is the second largest REE landholder in the U.S. The Company’s
Diamond Creek and Roberts REE properties are included the U.S.
national REE inventory as listed in USGS, IGS and DOE publications.
IDR’s Lemhi Pass Thorium-REE Project is recognized by the USGS and
IGS as containing the largest concentration of thorium resources in
the country. All three projects are located in central Idaho and
are participating in the IGEM Program and the USGS Earth MRI
program.
The Company produces gold at the Golden Chest Mine located in
the Murray Gold Belt (MGB) area of the world-class Coeur d’Alene
Mining District, north of the prolific Silver Valley. With over
7,000 acres of patented and unpatented land, the Company has the
largest private land position in the area following its
consolidation of the Murray Gold Belt for the first time in over
100 years.
With an impressive mix of mining and business experience, IDR
maintains a long-standing “We Live Here” approach to corporate
culture, land management, and historic preservation. Furthermore,
it is our belief that successful operations begin with the
heightened responsibility that only local oversight and a community
mindset can provide. Its “everyone goes home at night” policy would
not be possible without the multi-generational base of local
exploration, drilling, mining, milling, and business professionals
that reside in and near the communities of the Silver Valley and
North Idaho.
For more information on Idaho Strategic Resources click here for
our corporate presentation or visit www.idahostrategic.com.
Forward Looking Statements
This release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended
that are intended to be covered by the safe harbor created by such
sections. When a forward-looking statement expresses or implies an
expectation or belief as to future events or results, such
expectation or belief is expressed in good faith and believed to
have a reasonable basis. However, such statements are subject to
risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed,
projected or implied by the forward-looking statements.
Forward-looking statements often address our expected future
business, potential business combinations, financial performance,
and financial condition and often contain words such as
“anticipate,” “intend,” “plan,” “will,” “could,” “would,” “may,”
“estimate,” “should,” “expect,” “believe,” “project,” “target,”
“indicative,” “preliminary,” “potential,” “represents” and similar
expressions suggesting future outcomes, or other expectations,
beliefs, assumptions, intentions, or statements about future events
or performance. Forward-looking statements contained herein may
include, without limitation, the following: (1) that the
combination would create one of the first companies with United
States-sourced graphite, key Rare Earth Elements and established
growing gold production in a world-class mining jurisdiction; (2)
that the proposal represents an attractive premium of approximately
73% and will deliver immediate value to all Westwater shareholders;
(3) that the combined company would possess the operating team and
diversified asset potential to appeal to larger entities and gain
government funding; (4) that Idaho Strategic’s offer will deliver
immediate and long-term value to all Westwater shareholders; (5)
that Westwater investors should benefit from being led by a senior
team that maintains high stock ownership and financial exposure and
possesses significant relevant mining and business experience; (6)
that the likelihood to advance multiple projects simultaneously
could exist; (7) that the combination will also consolidate,
streamline, and ultimately reduce much of the management and
corporate costs being incurred; (8) that the combination will
create a company with a clean share structure, and a low float,
high insider ownership, a significant cash position, and several
tier 1 critical minerals projects within the United States; (9)
that our plan will begin with the advancement of the Coosa Graphite
Mine toward production; and (10) that the roughly $81 million of
net cash on-hand is sufficient to not only advance the Coosa
Project toward production but also make further substantial
discoveries and advancement on our rare earth elements projects,
all while expanding our gold operations into a reliable and
profitable source of cash flow. Forward-looking information is
based on the opinions and estimates of Idaho Strategic Resources as
of the date such information is provided and is subject to known
and unknown risks, uncertainties, and other factors that may cause
the actual results, level of activity, performance, or achievements
of IDR to be materially different from those expressed or implied
by such forward-looking information. Forward-looking information
also includes the risks and uncertainties regarding the proposed
acquisition of Westwater and the expected benefits and synergies
from the proposed acquisition, results from due diligence and
evaluation of Westwater assets, business plans, projects and
current and ongoing required capex. There is no certainty that any
transaction with Westwater will ultimately be agreed to or as to
the terms on which such a transaction, if any, might occur. Idaho
Strategic would also like to inform investors that the metrics used
to determine Idaho Strategic’s belief that it is the second largest
rare earth elements property holder come from reviewing the readily
available publicly announced landholding of MP Materials, US Rare
Earths, UCore, Rare Element Resources, and Western Rare Earths.
Similarly, the metric used to determine IDR’s belief that Lemhi
Pass Thorium Project is the largest in the US comes from reviewing
readily available public information reported by the USGS and has
not been independently verified. IDR would also like investors to
note that while Idaho Strategic works with the University of Idaho,
Idaho National Labs, the Center for Advanced Energy Studies and the
Idaho Geological Survey as a part of the IGEM Program, this does
not serve as an indication or obligation that IDR will be
successful in obtaining any additional government-funded programs
with the help of the aforementioned partners. The forward-looking
statement information above, and those following are applicable to
both this press release, the letter to Westwater as well as the
links contained within the letter and this press release. With
respect to the business of Idaho Strategic Resources, these risks
and uncertainties include risks relating to widespread epidemics or
pandemic outbreaks, if they occur, including our ability to access
goods and supplies, the ability to transport our products and
impacts on employee productivity, the risks in connection with the
operations, cash flow and results of the Company relating to the
unknown duration and impact of the COVID-19 pandemic;
interpretations or reinterpretations of geologic information; the
accuracy of historic estimates; unfavorable exploration results;
inability to obtain permits required for future exploration,
development or production; general economic conditions and
conditions affecting the industries in which the Company operates;
the uncertainty of regulatory requirements and approvals;
fluctuating mineral and commodity prices; the ability to obtain
necessary future financing on acceptable terms; the ability to
operate the Company’s projects; and risks associated with the
mining industry such as economic factors (including future
commodity prices, and energy prices), ground conditions, failure of
plant, equipment, processes and transportation services to operate
as anticipated, environmental risks, government regulation, actual
results of current exploration and production activities, possible
variations in ore grade or recovery rates, permitting timelines,
capital and construction expenditures, reclamation activities.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated, or
intended. Readers are cautioned not to place undue reliance on such
information. Additional information regarding the factors that may
cause actual results to differ materially from this forward‐looking
information is available in Idaho Strategic Resources filings with
the SEC on EDGAR. IDR does not undertake any obligation to update
publicly or otherwise revise any forward-looking information
whether as a result of new information, future events or other such
factors which affect this information, except as required by law.
This release is not intended to and shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed business combination.
This release shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Continued reliance on “forward-looking statements” is at investors’
own risk.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230214005286/en/
For Investors: Travis Swallow, Investor Relations &
Corporate Development tswallow@idahostrategic.com (208)
625-9001
Saratoga Proxy Consulting John Ferguson info@saratogaproxy.com
(212) 257-1311
For Media: Longacre Square Partners Rebecca Kral / Dan Zacchei
rkral@longacresquare.com / dzacchei@longacresquare.com
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