Abitex Resources Inc. Announces Proposed Acquisition of Central Uranium Corporationadmin
Abitex Resources Inc. Mr Yves Rougerie, President and CEO of the Company is very pleased to announce that, further to its press release dated April 9, 2008, it has entered into a share exchange agreement with Central Uranium Corporation pursuant to which Abitex will acquire all of the issued and outstanding common shares of Central in exchange for common shares of Abitex on a “one for one” basis.
Under the terms of the Acquisition, shareholders of Central will receive one Abitex Share in exchange for each Central Share held. A total of 13,366,774 Abitex Shares will be issued to Central shareholders in consideration for their Central Shares, for a total deemed purchase price of CDN $5,346,710 based on the current trading price of CDN $0.40 of Abitex Shares. In addition to the Central Shares, 5,585,500 Central purchase warrants are currently outstanding and will be exchanged for Abitex warrants on a “one for one” basis (the “Abitex Warrants”). Each Abitex Warrant will be convertible into one Abitex Share for a period ranging from 12 to 24 months from the date of Acquisition, at prices ranging from CDN $0.48 to CDN $1.00 per Abitex Share.
Closing of the Acquisition was subject to completion of a minimum CDN $5,000,000 concurrent financing, satisfied by completion of private placements for aggregate gross proceeds of CDN $5,196,600 which consisted of a brokered private placement of 3,036,000 Subscription Receipts issued at CDN $0.60(“FT Subscription Receipts”) for gross proceeds of CDN $1,821,600, and a non-brokered private placement of 6,136,364 Subscription Receipts issued at CDN $0.55 (“Subscription Receipts”) for gross proceeds of CDN $3,375,000. Upon closing of the acquisition of Central, the FT Subscription Receipts and Subscription Receipts will be automatically converted, without additional consideration, into flow-through units (“FT Unit”) and units (“Unit”) of Abitex, respectively. Each FT Unit will consist of one flow-through common share and one-half common share purchase warrant. Each Unit will consist of one common share and one common share purchase warrant. Each whole share purchase warrant entitles its holder to subscribe to one non flow-through common share of the Company for CDN $0.80 for a period of 18 months following closing of the financing. Additional private placements are expected to close prior to or concurrently with the closing of the Acquisition. As well, an unrelated private placement in the amount of CDN $1,500,000 was completed concurrently with and on the same terms as the above placements (as previously disclosed in a press release issued on August 1, 2008). The Acquisition is conditional upon regulatory approval, including approval by the TSX Venture Exchange.
Abitex Resources Inc. (TSX-V: ABE) is an exploration company based in Val d’Or, Quebec which has a diverse portfolio of exploration projects in Eastern Canada. The Company is in the process of re-focusing its exploration and development activities towards uranium through its proposed acquisition of Central Uranium Corporation and its uranium exploration assets, an option to acquire a 50% interest in the “L” deposit in the Otish Mountains region which hosts a significant historical uranium resource and an option to acquire the nearby Epsilon uranium property. Definition drilling of the “L” deposit is underway at this time. Central’s uranium comprise over 2,258 km2 of ground in three main project areas (Kangiq, South Minto and South Bienville) all located in northern Quebec. All three properties were optioned from Azimut Exploration Inc. (“Azimut”). Pursuant to the agreements with Azimut, Central can acquire a 50% interest in these properties over a five year period in return for cash payments, share issuances of CUC and minimum exploration expenditures of CDN $12.7M on the properties.