European Uranium Resources Ltd. and Portex Minerals Inc. Provide Update on Merger
21 Janeiro 2014 - 10:00AM
Business Wire
European Uranium Resources Ltd. ("EUU") (TSXV: EUU) and Portex
Minerals Inc. ("PAX") (CNSX: PAX) provide an update on the status
of the merger which was the subject of their joint December 23,
2013 news release (the “Merger”).
The Merger will be effected through a plan of arrangement under
which EUU will acquire all of the outstanding common shares of PAX
in exchange for EUU common shares. The merged company will be named
European Minerals Inc. (the "merged company") and will be a
Europe-focused company with a diverse, multi-commodity portfolio of
exciting exploration and development projects. Further details are
contained in the December 23, 2013 news release.
As set out in the December 23, 2013 release, the parties have
each announced financings (the "GRIT Financings") of $1.25 million
and $2.4 million, respectively, from Global Resources Investment
Limited. Closing of the each of the GRIT Financings is subject to a
number of conditions precedent, including approval of the TSX
Venture Exchange (in the case of EUU), and GRIT successfully
listing on the London Stock Exchange (the “LSE”). The parties have
been advised that GRIT’s LSE listing has been delayed and the
closing of the GRIT financing is now expected to take place in
early February, 2014.
In contemplation of preparing the information circulars which
are to be provided to the shareholders of each of EUU and PAX in
connection with the approval of the Merger, the principals of EUU
and PAX have been in discussions respecting the proposed business
activities of the merged company following completion of the GRIT
Financings and the Merger. No dates for the shareholder meetings
have yet been set, and the parties will advise when these dates
have been determined.
About European Uranium Resources
Ltd.
European Uranium Resources Ltd. is a dedicated European uranium
exploration and development company that has built a portfolio of
outstanding projects in Slovakia. European Uranium is well placed
to become the key uranium exploration and development company in
Europe. Europe is the world’s largest per capita consumer of
uranium with 160 reactors and more under construction or planned,
but with only one currently operating uranium mine. A 43-101
prefeasibility study completed by Tetra Tech, Inc. indicates that
Kuriskova could be built and operated using Best Available
Technology for environmental protection and still have among the
lowest production costs per pound of uranium in the world. European
Uranium has a strong base of supportive shareholders including
AREVA, ranked first in the global nuclear power industry and a key
player in uranium mining and nuclear operations on a world-wide
basis.
About PAX
PAX is a Toronto-based mineral development company focused on
the acquisition and development of base and precious metal
properties in Europe. PAX currently has properties in Spain and
Portugal and a large land position in Ireland and Northern
Ireland.
Cautionary Statement Regarding Forward Looking
Information
Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and disinterested
Shareholder approval. The transaction cannot close until the
required Shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
Management Information Circulars to be prepared in connection with
the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of EUU and PAX should be
considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Except for statements of historical fact, this news release
contains certain "forward-looking information" within the meaning
of applicable securities law. Forward-looking information is
frequently characterized by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate", "will",
"could" and other similar words, or statements that certain events
or conditions "may" occur. In particular, forward-looking
information in this press release includes, but is not limited to,
statements with respect to the expectations of management regarding
the Merger, the respective interests of the PAX and EUU
shareholders in the merged company, the completion of the GRIT
Financings, the mineral potential of the mineral rights held by EUU
and PAX, the proposed name change, execution of the Definitive
Agreement, preparation of the information circular, shareholder
approval of the Merger, the proposed reverse takeover and name
change, the timing for removal of the trading halt on EUU's shares,
the business of the resulting issuer upon completion of the Merger,
and TSXV approval of the Merger, including the proposed reverse
takeover. Although EUU and PAX believe that the expectations
reflected in the forward-looking information are reasonable, there
can be no assurance that such expectations will prove to be
correct. Such forward-looking statements are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements including, without limitation, the risks that TSXV may
not approve the Merger; the shareholders of EUU and/or PAX may not
approve the Merger, including the proposed reverse takeover; the
parties may not be satisfied with their due diligence
investigations, the parties may be unable to agree upon and even if
agreed, satisfy all of the conditions to closing, the Definitive
Agreement; the TSXV may not approve the technical report(s)
regarding the merged company's material properties; either or both
of the GRIT Financings may not complete and EUU may not be able to
retain a sponsor if required.
EUROPEAN URANIUM RESOURCES LTD.
"Dusty Nicol"
Dorian L. (Dusty) Nicol, President and CEO
For further information please contact: Dorian (Dusty) Nicol,
at (604) 536-2711, or visit www.euresources.com.
PORTEX MINERALS INC.
"Peter F. Chodos"
Peter F. Chodos, President and CEO
For further information please contact: Peter F. Chodos,
at (416) 479-5417, or visit www.portexminerals.com.
EUROPEAN URANIUM RESOURCES LTD.Dorian (Dusty) Nicol,
604-536-2711President and CEOwww.euresources.comorPORTEX MINERALS
INC.Peter F. Chodos, 416-479-5417President and
CEOwww.portexminerals.com
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