Crosshair & Target Agree to Combine to Create a Solid North American Uranium Asset Baseadmin
January 7, 2009 Filed Under: Uranium Mining
Crosshair Exploration & Mining Corp. and Target Exploration & Mining Corp. have entered into a Letter Agreement to combine their businesses to create a well-funded, low-cost, growth-oriented, uranium exploration and development company with a defined timeline to production in one of the most mining friendly jurisdictions in North America.
The two companies have agreed to combine on the basis of 1.2 common shares of Crosshair being issued for each outstanding share of Target. Crosshair will issue approximately 14.6 million common shares. The Boards of Directors of Target and Crosshair have approved the terms of the transaction which remains subject to regulatory approval for both companies, approval of 66 2/3% of the shares of Target voted at a shareholders’ meeting, court approval and other conditions customary for a transaction of this nature.
“Although our CMB Uranium Project in Labrador is not directly affected by the Nunatsiavut Government’s decision to place a moratorium on uranium mining until March 2011, the moratorium has affected market sentiment towards the region and this cannot be ignored,” says Mark Morabito, President and CEO of Crosshair. “We are therefore very excited to be acquiring a uranium asset with near-term production potential in a uranium producing region.”
“Raising cash in these markets is very difficult and would be extremely dilutive,” says Stewart Wallis, President of Target. “Crosshair has the cash to advance our asset in Wyoming towards production in addition to an advanced exploration project in the CMB of Labrador that will realize its true value in the fullness of time. We view this as a win-win opportunity for the shareholders of both organizations to participate in the two exciting projects.”
It is anticipated that the transaction will be carried out by way of statutory plan of arrangement of Target whereby Crosshair would acquire all of the issued shares of Target and Target would become a wholly-owned subsidiary of Crosshair (the “Arrangement”). Full details of the offer will be included in the formal Arrangement Agreement and Management Information Circular to be filed with the regulatory authorities and mailed to Target shareholders in accordance with applicable securities laws and is subject to certain customary conditions, including receipt of all necessary court and shareholder approvals. It is anticipated that a special meeting of shareholders of Target (the “Meeting”) will be held at a time yet to be determined to approve the proposed transaction.
On completion of the transaction, Mark J. Morabito will become Chief Executive Officer of the combined company and Stewart Wallis will become President of the combined company. Currently, of the eight member Board of Directors of Crosshair and the six member Board of Directors of Target, Mark J. Morabito and Jay Sujir sit on the Boards of both companies.
Crosshair has engaged Anfield Sujir Kennedy and Durno as its legal advisor in respect of this transaction. Target has engaged Bolder Investment Partners to provide a fairness opinion in respect of the proposed transaction and Blake, Cassels & Graydon LLP as its legal advisor in respect of this transaction.
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