Uranium Resources Inc. (Uranium Resources or URI)
(NASDAQ:URRE) and Anatolia Energy Limited (Anatolia) (ASX:AEK) are
pleased to announce that they have reached an agreement to combine
the two companies to create a larger, diversified uranium
development and exploration business, with the aim of becoming a
low-cost uranium producer in the near term from the Temrezli
Project in central Turkey.
Upon completion of the Merger, the expanded Uranium Resources
will have:
- Potential for near term uranium
production from the high-grade Temrezli Project in central
Turkey;
- Two 800,000 lb pa ISR uranium
processing plants and associated infrastructure in South
Texas;
- Significant Mineral Resource base at
the high grade Temrezli Project, including:
- 2.008M Tonnes @ 1378 ppm U3O8 for 6.1M
lb U3O8 (Measured)
- 2.178 M Tonnes @ 1080 ppm U3O8 for 5.2
M lb U3O8 (Indicated)
- 1.020 M Tonnes @ 888 ppm U3O8 for 2.0 M
lb U3O8 (Inferred)
- Exploration ground of approximately
17,000 acres in South Texas, 195,000 acres in New Mexico1, and
45,000 acres in central Turkey;
- Combined cash of more than US$10.5
million (A$13.5 million)2, excluding restricted cash of US$3.9
million;
- Quotation on the NASDAQ Stock Market
and a proposed secondary listing on the ASX, with a combined market
capitalisation of approximately US$68.1 million (A$88.7
million)3;
- A Nuclear Regulatory Commission (NRC)
licence to produce up to 3 million lb pa U308 on certain properties
in New Mexico; and
- A strong global institutional share
register, with support from major shareholders of both Uranium
Resources and Anatolia.
Anatolia and Uranium Resources are pleased to announce that they
have entered into a binding Scheme Implementation Agreement under
which Uranium Resources proposes to acquire all of the issued and
outstanding securities in Anatolia through the issue of new
securities in Uranium Resources by way of Schemes of Arrangement
under the Australian Corporations Act 2001 (“Schemes”)
(“Merger”).
The transaction will provide a potential avenue for accelerated
recommencement of uranium production for Uranium Resources, and is
expected to provide significant benefits to both companies’
shareholders, including the potential for significant capital cost
savings (up to US$11 million in potential capital savings
identified), and operational efficiencies that are unique to a
merger between Uranium Resources and Anatolia. Following completion
of the Merger, Uranium Resources will be positioned as one of the
next low cost uranium producers, with a strong growth pipeline in
the USA and Turkey.
Eligible Anatolia shareholders will be offered 0.06579 Uranium
Resources shares for every 1 Anatolia share they own (Exchange
Ratio).
The Exchange Ratio represents an offer price of A$0.1154 per
Anatolia share, and based on the respective volume weighted average
prices (VWAPs5) of each of URI and Anatolia over the following time
periods to June 2, 2015 (in the case of URI) and June 3, 2015 (in
the case of Anatolia), the Exchange Ratio represents offer premia
of:
- 29.1% based on each company’s most
recent closing price prior to announcement of the Merger;
- 47.3% based on the 30 day VWAPs;
- 47.6% based on the 60 day VWAPs;
and
- 58.5% based on the 90 day VWAPs.
Uranium Resources will seek to establish an Australian
Securities Exchange (ASX) listing of Uranium Resources shares
through ASX listed CHESS Depositary Interests (CDIs), such
that:
- Anatolia ordinary shareholders may
elect to receive their consideration shares as either URI shares
traded on the ASX (in the form of CDIs) or URI shares traded on the
NASDAQ Stock Market; and
- Anatolia option holders whose options
are quoted on the ASX will receive their consideration options as
URI options traded on the ASX (in the form of CDIs).
Upon completion of the Merger, Anatolia shareholders are
expected to own approximately 40.6% of the merged company, and
current Uranium Resources shareholders are expected to own
approximately 59.4%.
Highlights of the
Transaction
The Boards of both Uranium Resources and Anatolia consider the
Merger to be a compelling transaction, which is expected to provide
significant strategic and financial benefits to the shareholders of
both Uranium Resources and Anatolia.
Key highlights of the Merger include:
- The combination of Uranium Resources’
in-house technical abilities and operational ISR experience,
stronger balance sheet and existing ISR processing infrastructure
with Anatolia’s advanced high-grade Temrezli Project provides the
potential for a fast-track route to low cost uranium production for
both Anatolia and Uranium Resources shareholders;
- Creation of a larger, international
uranium development company, with a combined market capitalisation
of approximately US$68.1 million (A$88.7 million)3 that is expected
to be more favourably positioned with potential utility
customers;
- Provides shareholders with exposure to
an extensive project portfolio consisting of potential near term
uranium production offered by the Temrezli Project, mid term and
long term uranium exploration projects in South Texas and New
Mexico in the USA, and highly prospective exploration tenements in
the Anatolia region of central Turkey;
- Considerable potential to improve the
already strong economics of the Temrezli Project through reducing
upfront capital costs and other additional synergies identified
through the potential to utilise and relocate Uranium Resources’
Rosita processing plant in South Texas;
- Improved access and greater appeal to
global equity capital markets through listings on both the NASDAQ
and the ASX, and expected Board representation from the United
States, the United Kingdom and Australia;
- Strengthened share register through the
amalgamation of the shareholders of each of the companies, which
includes a number of institutional, specialist resources and
strategic investors, including Resource Capital Funds, BlackRock
Investments, Global X Management, RMB Resources, Exploration
Capital Partners (Sprott), Aterra Capital, and Azarga Uranium Corp;
and
- Establishes a strong platform to
continue developing a leading uranium production, development and
exploration business through both organic growth and/or further
corporate transactions.
Recommended Merger
The Directors of Anatolia unanimously recommend that Anatolia
securityholders vote in favour of the proposed Schemes, and each
Director intends to vote all of the Anatolia securities they own or
control at the date of the Scheme meetings in favour of the
Schemes, in the absence of a superior proposal and subject to an
independent expert concluding that the Schemes are in the best
interests of Anatolia securityholders.
The Directors of Uranium Resources unanimously recommend that
Uranium Resources shareholders approve the issue of all
consideration securities to Anatolia securityholders. The Directors
of Uranium Resources further recommend that the URI shares be
listed on the ASX.
Anatolia’s Managing Director and CEO, Mr. Paul Cronin
said:
“The Merger with Uranium Resources provides an excellent
solution to Anatolia’s current objectives to advance Temrezli into
production as quickly and efficiently as possible, and brings with
it the possibility of greatly reducing the upfront capital costs if
we can successfully relocate and utilise Uranium Resources’ Rosita
ISR processing plant in South Texas as currently expected.
“The Rosita processing plant had major upgrades and additions in
2007-2008 before construction was halted. It is fit for our
Temrezli Project, and has the added benefit of already being
designed and constructed with the ability to scale up the
production profile from 800,000 lb U308 per annum to 1.6 million lb
U308 per annum with some additional upgrades, which would
accommodate potential future production from satellite operations
that may feed into the Temrezli central processing plant.
“We’re very pleased to be partnering with the professional team
at Uranium Resources, who have a lot to offer in terms of hands-on
ISR operations experience, not to mention the benefit of bringing
in-house a lot of the specialist skills that Anatolia would
otherwise have been outsourcing as we transition from explorer to
developer and then producer in the period ahead.”
Uranium Resources’ Chief Executive Officer, Mr. Christopher
Jones said:
“This is a transformational merger for our shareholders that we
believe positions our combined company as a leading international
uranium developer with the potential for near term production
growth from the high grade Temrezli Project in Turkey. We will
target initial production from Turkey to commence as soon as
possible, aligning with analysts’ estimates for a uranium price
recovery.
“Our internal technical design and production team’s skillset,
combined with the Anatolia team already in place in Turkey, along
with expected utilisation of our Rosita processing plant at the
Temrezli Project help make this a compelling combination. Add to
that the new global investor base and we have a newer, stronger
platform for further growth. We appreciate the support for the
Merger we have enjoyed from our major shareholder Resource Capital
Funds and Anatolia’s major institutional shareholders.”
Benefits to Anatolia
Shareholders
Anatolia shareholders may derive many benefits from the Merger
with Uranium Resources, including:
- Very significant increase in average
daily share trading liquidity;
- Potential to reduce the upfront capital
cost of developing the Temrezli Project through anticipated
synergies with URI’s Rosita ISR facility estimated to be
approximately US$11.0 million, the majority of which is
construction and start-up;
- Leverage the skills and knowhow of
URI’s experienced ISR operations team;
- Immediate and material increase in
value through an attractive premium to Anatolia’s trading price in
recent years;
- Benefits of a NASDAQ listing, in
addition to a potential premium valuation typically provided by a
North American listing for uranium companies and inclusion in major
Exchange Traded Funds (ETF) of uranium equities such as the Global
X Uranium ETF;
- Retain material exposure to the upside
from development of the Temrezli Project, whilst gaining exposure
to the large strategic land positions of URI in the uranium rich
regions of New Mexico and South Texas;
- Significantly increased leverage to
future increases in the price of uranium through exposure to URI’s
large uranium resource inventory;
- Improved funding position; and
- Scrip for scrip (stock for stock)
rollover relief potentially available.
Benefits to Uranium Resources
Shareholders
Uranium Resources’ shareholders may also realise many benefits
from a merger with Anatolia, including:
- A pathway to potential production and
strong cash flows through sharing in the development of the
Temrezli Project, which management believes is one of the world’s
best undeveloped high grade ISR amenable uranium deposits;
- Potential to return to uranium
production sooner than would be otherwise be possible with URI’s
existing asset portfolio;
- Potential for the idle Rosita ISR
processing facilities in South Texas to be put to use at a
long-life, high-grade uranium project to generate strong returns
for shareholders;
- Exposure to a new uranium district in
Turkey which also contains Anatolia’s highly prospective Sefaatli
Project, which has potential to evolve into a long life satellite
operation to Temrezli; and
- Potential for URI to be re-rated as a
uranium producer sooner than on a stand-alone basis.
Benefits for both Anatolia and Uranium
Resources Shareholders
In addition to the strong benefits expected for each group of
shareholders, there are a number of benefits that both companies’
shareholders may enjoy, including:
- Strong potential synergies between
Anatolia’s Temrezli Project and URI’s idle Rosita processing
facility;
- Deeper portfolio of projects ranging
from a potential near term production asset, down to grassroots
exploration opportunities which better equip the combined company
to respond to changing uranium market conditions;
- Strengthened share register, with
several supportive institutional investors on each of the Anatolia
and Uranium Resources’ share registers;
- Geographical diversification through
the combination of uranium assets in the USA and Turkey;
- Benefits of having listings on both the
NASDAQ and the ASX, including improved access to global capital
markets, and an enhanced corporate profile;
- Expected increase in attractiveness to
both retail and institutional investors;
- Expected increase in trading liquidity
and coverage by uranium sector analysts; and
- Establishing a stronger platform from
which the combined business may pursue future growth
opportunities.
Major Shareholder
Support
At the time of making this release, a number of Anatolia’s
largest shareholders, representing 25.6% of Anatolia’s shares on
issue, have provided their support for the merger by providing
statements of intention to vote in favour of the Schemes, in the
absence of a superior proposal and subject to an independent expert
concluding that the Schemes are in the best interests of Anatolia
securityholders. These Anatolia shareholders are: Azarga Uranium
Corp. (11.8%), Sprott Resources (7.3%), and RMB Resources
(6.5%).
Uranium Resources is required to seek shareholder approval for
the issue of the Scheme securities to Anatolia shareholders. In
this regard, Uranium Resources’ largest shareholder, Resource
Capital Fund V L.P. (RCF), which has an interest of 23.5%, has
provided its statements of intention to vote in favour of the issue
of the Scheme securities. In addition, as the provider of a senior
secured loan of US$8.0 million to Uranium Resources, RCF has also
provided its consent for the Merger as required under the terms of
the loan agreement and will also evaluate project financing for the
Temrezli Project.
The Temrezli Project
The Temrezli uranium deposit is the largest and highest grade
uranium deposit known in Turkey, located in one of the richest
uranium districts in the country, approximately 200 kilometres (km)
east of Turkey’s capital, Ankara. Work completed to date has
established a Measured and Indicated Mineral Resource of 11.3
million lb contained U308 at an average grade of 1,240ppm U308. A
further 2 million lb of Inferred Mineral Resources has been
estimated with an average grade of 888ppm U308.
On 16 February 2015, Anatolia announced the results of a
Pre-Feasibility Study (PFS) relating to the development of the
Temrezli ISR Project. The JORC-compliant mineral resources above
were utilised in the PFS Development Case to support a forecast
initial mine life of 12 years at an average production rate of
approximately 825,000 lbs per annum. The PFS was completed by Tetra
Tech Inc. and compliant with the Canadian National Instrument
43-101 code. The PFS estimated operating cost of US$16.89/lb U308,
which indicates the Temrezli Project would be one of the lower cost
uranium projects in the world. The PFS estimated all-in sustaining
costs after inclusion of initial and sustaining capital of
US$30.12/lb U308.6
Following completion of the Merger, it is the intention of
Uranium Resources to continue advancing the Temrezli Project
towards production as quickly as possible, subject to the receipt
of all necessary approvals. Further feasibility work will be
completed by Uranium Resources to fully evaluate the relocation of
the Rosita ISR facility to the Temrezli Project site and implement
detailed well field design based on Uranium Resources’ extensive
operating experience.
Both companies believe that up to US$8 million in potential
savings in initial capital expenditures may be realized from
utilization of the Rosita ISR plant at Temrezli. Additional savings
estimated to be up to US$3 million are anticipated through the use
of URI’s in-house design expertise.
Management Team and Board of
Directors
Following the Merger becoming effective, two of Anatolia’s
current directors will be invited to join the Board of Uranium
Resources, one of which will include Anatolia’s Managing Director
and CEO, Mr. Paul Cronin. It has been agreed that the total Uranium
Resources board size will be comprised of no more than seven
directors in total, including the two appointees from Anatolia.
Mr. Christopher M. Jones will remain as President and Chief
Executive Officer, and the Uranium Resources’ headquarters will
remain in Colorado, and the combined company will have offices in
Turkey and Texas.
Merger Process and Indicative
Timetable
The Merger will be subject to various approvals including ASX
approval, NASDAQ approval, shareholder approvals, regulatory
approvals and Court approval. The parties are progressing to obtain
these approvals.
A Scheme booklet setting out information relevant to the Merger,
including an Independent Expert’s Report on whether the transaction
is in the best interests of Anatolia shareholders, option holders
and performance shareholders will be mailed to all eligible
Anatolia securityholders to consider before the meetings of
Anatolia shareholders, option holders and performance shareholders
to approve the Merger. Anatolia expects to provide the Scheme
booklet to Anatolia securityholders in early August, with the
shareholders, option holders and performance shareholders meetings
expected to be held in September, followed by implementation in
early October 2015.
Uranium Resources shareholders will receive a proxy statement in
relation to approval of the issuance of URI shares, options and
performance shares with respect to the Merger, which proposal will
be combined with URI’s annual meeting of stockholders to be held in
August.
Exclusivity Arrangements
The Scheme Implementation Agreement contains customary deal
protection and exclusivity arrangements, including no-shop and
no-talk provisions, matching and notification rights in the event
of a competing proposal and break fees payable by Uranium Resources
or Anatolia in specified circumstances. Full details are set out in
the Scheme Implementation Agreement attached to the end of this
announcement.
Treatment of Anatolia Options and
Performance Shares
Anatolia’s listed and unlisted options are proposed to be
cancelled and Anatolia's performance shares are proposed to be
acquired by URI under separate schemes of arrangement between
Anatolia and its option holders (Option Scheme) and Anatolia
and its performance shareholders (Performance Share Scheme),
unless the options and performance shares are otherwise cancelled
or acquired by private treaty prior to those scheme meetings.
The Merger is conditional on each of the Share Scheme, Option
Scheme and Performance Share Scheme being approved.
Loan Arrangements
On the date of execution of the Scheme Implementation Agreement,
Anatolia and URI have also agreed to the terms of a convertible
loan from URI to Anatolia for up to A$2 million, to provide
Anatolia with working capital to ensure it can continue to progress
the Temrezli Project towards development, and to cover costs
associated with the Merger (“Convertible Loan”).
The Convertible Loan will carry a 12% pa interest rate, and is
convertible into Anatolia shares at a price of A$0.08 per share at
URI’s election. No shareholder approval is required for the issue
of the Convertible Loan.
Should the Merger be terminated, the Convertible Loan will
become repayable within 4 months of that termination date, however
it would become repayable immediately if the transaction is
terminated as a result of Anatolia recommending a competing
transaction. Should the Convertible Loan be converted into Anatolia
shares, URI would hold up to a 7.5% interest in Anatolia.
Advisers
Uranium Resources is being advised by Cantor Fitzgerald &
Co. as financial adviser, Hogan Lovells U.S. LLP as the U.S. legal
adviser, Minter Ellison as Australian legal adviser and the Bener
Law Office as Turkish legal adviser. Roth Capital Partners, LLC has
provided an opinion to the Uranium Resources’ Board of Directors
that the Exchange Ratio is fair, from a financial point of view, to
the Uranium Resources shareholders.
Anatolia is being advised by Hartleys Limited as corporate
adviser and Steinepreis Paganin as Australian legal adviser.
Anatolia Conference Call & Webcast
Details
Anatolia will host a conference call and webcast at 9 p.m.
Eastern Time on June 3, 2015 / 9 a.m. AWST on June 4, 2015, to
discuss the proposed transaction. Participants can dial in to the
call on the numbers below or link to listen to the webcasts.
Wednesday, 3rd June 2015, 9 p.m. Eastern TimeThursday, 4th June
2015, 0900 Australian Western Standard TimePh: 1800 123 296 (or +61
2 8038 5221)Conference ID: 6049 2821Webcast URL:
http://www.openbriefing.com/OB/1808.aspx
Uranium Resources Conference Call &
Webcast Details
Uranium Resources will host a conference call and webcast at
8:30 am Eastern Time on June 4, 2015 to discuss the proposed
transaction. The webcast will be available on Uranium Resources’
website at www.uraniumresources.com under the Investors section.
Conference call participants may use the following numbers:
Canada & USA Toll Free Dial In: 1-800-319-4610Outside of
Canada & USA call: +1-604-638-5340Conference identification:
Uranium Resources’ Conference Call
A replay of the conference call will be available after the live
event by using these numbers:Canada & USA Toll Free Dial In:
1-855-669-9658Outside of Canada & USA call:
+1-412-317-0088Code: 1426 (followed by the # sign)
About Uranium Resources
Uranium Resources, Inc. was incorporated in 1977 to explore,
develop and recover uranium. Uranium Resources has two licensed and
currently idled processing facilities and approximately 17,000
acres of prospective in situ recovery (ISR) projects in Texas. In
New Mexico, URI holds a federal Nuclear Regulatory Commission
license to recover up to three million pounds of uranium per year
using the ISR process at certain properties and controls minerals
rights encompassing approximately 195,000 acres in the prolific
Grants Mineral Belt in New Mexico, which holds one of the largest
known concentrations of sandstone-hosted uranium deposits in the
world. URI acquired these properties along with an extensive
uranium information database of historic drill hole logs, assay
certificates, maps and technical reports for the Western United
States.
Learn more about Uranium Resources at:
www.uraniumresources.com
About Anatolia Energy
Anatolia Energy Ltd is a uranium exploration and development
company holding an extensive portfolio of licences within the
Republic of Turkey, and is well placed to become a key explorer and
miner in Turkey’s emerging uranium sector. Anatolia Energy has a
100% interest in 9 licences covering over 18,000ha of ground,
including several advanced exploration and development
opportunities, in the central Anatolian region of Turkey.
Anatolia has completed Pre-Feasibility Study (PFS) for the
development of its Temrezli ISR Project, which is premised on the
construction of a central processing plant (CPP) at the Temrezli
site, and will process uranium bearing solutions from the Temrezli
well field, with potential to process uranium-loaded resin
transported from any satellite uranium deposits developed in the
future from Anatolia’s other projects in the region.
Learn more about Anatolia Energy at:
www.anatoliaenergy.com.au
Enquiries
For further information, please contact:
Christopher Jones
President and CEO
Uranium Resources, Inc.
Tel: 303-531-0470
Paul Cronin
Managing Director
Anatolia Energy Limited
Tel: +44 7912 351031 (UK)
+61 428 638 291 (AUST)
Media
Wendy Yang
Uranium Resources, Inc.
Tel: 303-531-0478
Media
Andrew Rowell / Warrick Hazeldine
Cannings Purple
Tel: +61 400 466 226 / +61 417 944 616
Forward Looking Statements
This announcement contains certain forward looking statements.
The words "expect", "forecast", "should", "projected", "could",
"may", "predict", "plan" and other similar expressions are intended
to identify forward looking statements. Indications of, and
guidance on, future earnings, cash flow costs and financial
position and performance are also forward looking statements.
Forward looking statements, opinions and estimates included in this
announcement are based on assumptions and contingencies which are
subject to change without notice, as are statements about market
and industry trends, which are based on interpretations of current
market conditions. Forward looking statements are provided as a
general guide only and should not be relied on as a guarantee of
future performance. Forward looking statements may be affected by a
range of variables that could cause actual results or trends to
differ materially. These variations, if materially adverse, may
affect the timing or the feasibility of the development of the
Temrezli Uranium Project.
Anatolia notes that an Inferred Resource has a lower level of
confidence than an Indicated Resource and that the JORC Code (2012
Edition) advises that to be an Inferred Resource it is reasonable
to expect that the majority of the Inferred Resources would be
upgraded to an Indicated Resources with continued exploration.
Based on advice from relevant Competent Persons, Anatolia has a
high degree of confidence that the Inferred Resources for the
Temrezli deposit will upgrade to Indicated Resources with further
exploration work.
Anatolia believes it has a reasonable basis for making the
forward-looking statements in this announcement, including with
respect to any production targets, based on the information
contained in this announcement and in particular the JORC 2012
Mineral Resource for the Temrezli deposit, independently compiled
by CSA Global together with independent determination of mining
inventory, well field design and scheduling, metallurgical and
hydrogeological test work, external uranium price and exchange rate
forecasts and worldwide operating cost data.
Cautionary Statement - URI
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are subject to risks, uncertainties and
assumptions and are identified by words such as "expects,"
"estimates," "projects," "anticipates," "believes," "could," and
other similar words. All statements addressing operating
performance, events or developments that URI expects or anticipates
will occur in the future, including but not limited to statements
relating to (i) the timing and completion of the proposed
transaction between the URI and Anatolia, (ii) resulting cost
savings, synergies and other expectations as a result of the
proposed transaction, (iii) the timing or occurrence of production
at URI’s properties, including statements regarding URI’s growth
pipeline, (vi) the cost of production at URI’s properties, (iii)
URI’s capital resources, capitalization and ownership following the
closing of the proposed transaction, and (v) additions of reserves
and resources, including through exploration activities are
forward-looking statements. Because they are forward-looking, they
should be evaluated in light of important risk factors and
uncertainties. These risk factors and uncertainties include, but
are not limited to, (a) the approval of the proposed transaction by
the shareholders of Anatolia and URI; (b) the other terms and
conditions to the proposed transaction; (c) URI's ability to raise
additional capital in the future; (d) spot price and long-term
contract price of uranium; (e) URI's ability to reach agreements
with current royalty holders; (f) operating conditions at URI's
projects; (g) government and tribal regulation of the uranium
industry and the nuclear power industry; (h) world-wide uranium
supply and demand; (i) maintaining sufficient financial assurance
in the form of sufficiently collateralized surety instruments; (j)
unanticipated geological, processing, regulatory and legal or other
problems URI may encounter; (k) the ability of URI to enter into
and successfully close acquisitions or other material transactions,
and other factors which are more fully described in URI's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and other
filings with the Securities and Exchange Commission. Should one or
more of these risks or uncertainties materialize, or should any of
URI's underlying assumptions prove incorrect, actual results may
vary materially from those currently anticipated. In addition,
undue reliance should not be placed on URI's forward-looking
statements. Except as required by law, URI disclaims any obligation
to update or publicly announce any revisions to any of the
forward-looking statements contained in this news release.
Cautionary Note Regarding References to Resources and
Reserves
Investors are cautioned that the requirements and terminology of
NI 43-101 and Australian JORC differ significantly from the
requirements and terminology of the SEC set forth in the SEC’s
Industry Guide 7 (“SEC Industry Guide 7”). Accordingly, URI’s
disclosures regarding mineralization may not be comparable to
similar information disclosed by URI in the reports it files with
the SEC. Without limiting the foregoing, while the terms “mineral
resources,” “inferred resources,” “indicated resources” and
“measured mineral resources” are recognized and required by NI
43-101 and JORC, they are not recognized by the SEC and are not
permitted to be used in documents filed with the SEC by companies
subject to SEC Industry Guide 7. Mineral resources which are not
mineral reserves do not have demonstrated economic viability, and
investors are cautioned not to assume that all or any part of a
mineral resource will ever be converted into reserves. Further,
inferred resources have a great amount of uncertainty as to their
existence and as to whether they can be mined legally or
economically. It cannot be assumed that all or any part of the
inferred resources will ever be upgraded to a higher resource
category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of a feasibility study or
prefeasibility study, except in rare cases. The SEC normally only
permits issuers to report mineralization that does not constitute
SEC Industry Guide 7 compliant “reserves” as in-place tonnage and
grade without reference to unit amounts. In addition, the NI 43-101
and CIM Standards definition of a “reserve” differs from the
definition in SEC Industry Guide 7. In SEC Industry Guide 7, a
mineral reserve is defined as a part of a mineral deposit which
could be economically and legally extracted or produced at the time
the mineral reserve determination is made, and a “final” or
“bankable” feasibility study is required to report reserves, the
three-year historical price (or in certain circumstances, a
contract price) is used in any reserve or cash flow analysis of
designated reserves and the primary environmental analysis or
report must be filed with the appropriate governmental authority.
Anatolia discloses non-reserve mineralized material that is
considered too speculative geologically to be categorized as
reserves under SEC Industry Guide 7. Estimates of non-reserve
mineralized material are subject to further exploration and
development, are subject to many risks and highly speculative, and
may not be converted to future reserves of URI. Investors are
cautioned not to assume that all or any part of such non-reserve
mineralized material exists, or is economically or legally
extractible. Mineralized material that is not reserves does not
have any demonstrated economic viability.
Competent Person’s Statement – Anatolia Energy
Information in this document that relates to Exploration
Results, Mineral Resources and the Pre-Feasibility Study relating
to the Temrezli Uranium Project is extracted from ASX announcements
“Updated Preliminary Economic Assessment" released on 12 May 2014
and “Pre-Feasibility Study Demonstrates Robust Economics of the
Temrezli Uranium Project” released on 15 February 2015, and is
available on www.anatoliaenergy.com.au. Anatolia confirms that it
is not aware of any new information or data that materially affects
the information included in the original market announcement and,
in the case of estimates of Mineral Resources, that all material
assumptions and technical parameters underpinning the estimates
continue to apply and have not materially changed. Anatolia
confirms that the form and content in which the Competent Person’s
findings are presented have not been materially modified from the
original market announcements.
Competent Person’s Statement – Uranium Resources
Information in this report which relates to Mineral Resources
and Reserves in Texas and New Mexico is based on information
compiled by Mr. Dean Wilton (CPG-7659) who is Chief Geologist
and Vice President of Uranium Resources, and a Qualified Person
under Canada National Instrument 43-101. Mr. Wilton is a
Professional Geologist in the State of Wyoming and is a member of a
Recognised Overseas Professional Organisation (ROPO) as listed by
the ASX. Mr. Wilton has over 40 years experience which is relevant
to the style of mineralisation and type of deposit under
consideration and to the activity which he is undertaking to
qualify as a Competent Person as defined in the 2012 Edition of the
“Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves”. Mr. Wilton consents to the inclusion
in this release of the matters based on their information in the
form and context in which it appears.
1 Subject to completion of the sale of the Roca Honda property,
as announced by URI on May 28, 2015, the acreage position in New
Mexico will be approximately 191,000 acres.2 Based on the closing
cash balances of Uranium Resources and Anatolia at March 31, 2015,
and a foreign exchange rate of 0.7772 United States dollars for
every 1 Australian dollar on June 2, 2015, not adjusted for costs
associated with the transaction.3 Based on URI’s 30 day volume
weighted average share price to June 2, 2015 of US$1.36 per share.4
Based on URI’s 30 day volume weighted average share price to June
2, 2015 of US$1.36 per share, Anatolia’s 30 day volume weighted
average share price to June 3, 2015 of A$0.078, and a foreign
exchange rate of 0.7772 United States dollars for every 1
Australian dollar on June 2, 2015.5 URI 30 day VWAP of US$1.36, 60
day VWAP of US$1.35 and 90 day VWAP of US$1.41, and Anatolia 30 day
VWAP of A$0.078, 60 day VWAP of A$0.078 and 90 day VWAP of A$0.0756
Detailed assumptions are included in the PFS document.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150603005916/en/
Uranium Resources, Inc.Christopher JonesPresident and
CEOTel: 303-531-0470orMediaUranium Resources, Inc.Wendy
YangTel: 303-531-0478orAnatolia Energy LimitedPaul
CroninManaging DirectorTel: +44 7912 351031 (UK)+61 428 638 291
(AUST)orMediaCannings PurpleAndrew Rowell / Warrick
HazeldineTel: +61 400 466 226 / +61 417 944 616
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