Uranium Resources Signs Definitive Agreement to Acquire Neutron Energy and Executes Financing Agreement with Resource Capital Fund
Combination will create significant uranium development company
Uranium Resources, Inc. (NASDAQ: ?URRE) ('URI? or the 'Company?),
announced today that it has entered into a merger agreement to acquire
100% of the equity capital of Neutron Energy, Inc. ('Neutron?) in a
stock-for-stock transaction (the 'Transaction?). At the same time as the
Transaction, an affiliate of Resource Capital Fund V L.P. ('RCF?) will
provide $20 million that will be used to retire the majority of
Neutron′s outstanding debt owed to RMB Australia Holdings Limited
('RMB?) in exchange for URI common stock. The remainder of Neutron debt
owed to RMB will be converted into URI common stock, resulting in URI
acquiring Neutron on a debt-free basis. A total of 37 million URI common
shares will be issued for the merger, resulting in a total consideration
of $38.1 million, based on URI′s closing stock price on February 24,
2012 of $1.03.
URI has also entered into an investment agreement with RCF, pursuant to
which RCF will provide an additional $10 million in funding to URI
through the purchase of an additional 10.3 million URI shares within 10
days of the signing of the definitive agreement. At closing of the
merger, URI, at its option, can receive an additional $5 million from
RCF. The $10 million provided by RCF, as well as the optional $5 million
available to URI, will be used for working capital and to advance the
development of projects held by URI and Neutron.
Don Ewigleben, President and CEO of URI, commented, 'This acquisition
represents a significant consolidation of uranium properties in New
Mexico and will position URI as one of the largest U.S.-based uranium
development companies. It also provides the combined company with
significant scale, strategic resource development synergies in the
Ambrosia Lake region and a previously permitted conventional mill site.
We believe the participation of sophisticated investors, such as RCF and
RMB, in this transaction is a testament to the value of this merger and
the potential of the combined company.?
Neutron is a private uranium exploration and development company with
significant assets located in the Grants Mineral Belt of New Mexico,
including the Cebolleta and Juan Tafoya projects that cover 10,814
acres. The Cebolleta property contains 6.68 million tons of mineralized
material at a grade of 0.176% U3O8 and 4.5 million tons of mineralized
material at a grade of 0.09% U3O8, while the Juan Tafoya property
contains 3.81 million tons of mineralized material at a grade of 0.149%
U3O8 and 0.39 million tons of mineralized material at a grade of 0.112%
U3O8. These properties are located on private lands and are planned to
be mined using conventional techniques. Neutron also holds a suite of
properties that neighbor certain URI properties west of Mt. Taylor, in
the Ambrosia Lake region, that contain 3.2 million tons of mineralized
material at a grade of 0.148% U3O8. Most of the mineralized material at
the Ambrosia Lake projects is planned to be mined using conventional
techniques, while there may be small isolated pockets which can be mined
by ISR techniques. Neutron also has uranium assets in South Dakota and
Wyoming.
The total of the New Mexico uranium holdings for the combined companies
is over 206,600 acres.
The expected strategic benefits of URI′s acquisition of Neutron include:
URI will be positioned as one of the largest U.S. uranium development
companies
Adds a good balance of mid- and long-term uranium production
opportunities
Addition of a previously permitted, constructed and torn down, but not
operated, conventional mill site
Resource development synergies on neighboring properties in the
Ambrosia Lake region
Addition of highly qualified mining and permitting professionals to
the URI team
Significant exploration upside from the portfolio of Neutron properties
URI better placed to complete further consolidation in New Mexico
Addition of sophisticated, supportive mining investors in RCF and RMB
Mr. Ewigleben noted, 'We continue to pursue opportunities to enhance our
asset base and concentrate uranium ownership in New Mexico, which we
believe will again be a key provider of fuel to support both existing
and planned nuclear energy facilities that both developed and developing
economies require for clean inexpensive energy. URI expects to be in a
strong position to advance its key development assets with the support
of RCF as a significant shareholder.?
Under the terms of the transaction agreements with Neutron, RMB and RCF,
the 37 million shares of URI common stock to be issued will be
distributed as follows: 24.6 million URI shares to RCF; 8.4 million URI
shares to RMB; 3.8 million URI shares to be distributed to current
shareholders of Neutron; and 0.2 million URI shares to be used to
satisfy certain obligations of Neutron. Upon completion of the
acquisition and RCF′s initial $10 million private placement (excluding
the optional $5 million RCF investment), URI will have 143.1 million
shares outstanding.
The Transaction, which has been unanimously approved by the Boards of
Directors of both URI and Neutron, is subject to shareholder approval
and is expected to close in the third quarter of 2012. Cormark
Securities Inc. acted as financial advisor to URI in connection with the
Transaction and has delivered an opinion to the effect that, as of the
date of such opinion and based upon and subject to the assumptions,
limitations and qualifications stated in such opinion, the Transaction
is fair from a financial point of view to the shareholders of URI. Roth
Capital Partners LLC acted as financial advisor to Neutron.
Webcast and Conference Call Information
URI will host a conference call and webcast to discuss the acquisition
on Friday, March 2, 2012 at 11:30 a.m. ET. To access the conference
call, please dial 201-689-8471. The live webcast can be monitored at www.uraniumresources.com,
where it will be archived afterwards.
A replay of the call will be available from 2:30 pm ET the day of the
call until Friday, March 9, 2012. To listen to the archived call, dial
(858) 384-5517 and enter replay pin number 389994. A transcript will
also be posted to the website, once available.
Additional Information about the Transaction
The Transaction will be submitted to each of URI and Neutron′s
shareholders for approval. URI will file a registration statement, a
joint proxy statement/prospectus and other relevant documents with the
Securities and Exchange Commission (the 'SEC?). Shareholders are urged
to read the registration statement and joint proxy statement/prospectus
when they become available, and any other relevant documents filed with
the SEC, as well as any amendments or supplements to those documents,
because they will contain important information. Investors will be able
to obtain a free copy of the registration statement and joint proxy
statement/prospectus, as well as other filings containing information
about URI and Neutron, at the SEC′s website (http://www.sec.gov).
Investors will also be able to obtain these documents, free of charge,
by accessing URI′s website (www.uraniumresources.com).
URI and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of URI
in connection with the Transaction. Information about the directors and
executive officers of URI is set forth in the proxy statement for URI′s
2011 annual meeting of shareholders, as filed with the SEC on April 29,
2011. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the
Transaction may be obtained by reading the joint proxy
statement/prospectus regarding the Transaction when it becomes
available. Investors may obtain free copies of these documents as
described above.
About Uranium Resources, Inc.
Uranium Resources Inc. explores for, develops and mines uranium. Since
its incorporation in 1977, URI has produced over 8 million pounds of
uranium by in-situ recovery (ISR) methods in the state of Texas. URI
also has 183,000 acres of uranium mineral holdings and 101.4 million
pounds of in-place mineralized uranium material in New Mexico and an NRC
license to produce up to 1 million pounds of uranium per year. The
Company acquired these properties over the past 20 years along with an
extensive information database of historic mining logs and analysis.
None of URI′s properties is currently in production.
URI′s strategy is to fully develop its resource base in New Mexico and
Texas, expand its asset base both within and outside of New Mexico and
Texas, partner with larger mining companies that have undeveloped
uranium assets or with junior mining companies that do not have the
mining experience of URI, as well as provide restoration expertise to
those that require the capability or lack the proficiency.
Uranium Resources routinely posts news and other information about the
Company on its website at www.uraniumresources.com.
Safe Harbor Statement
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 the Company expects or anticipates will occur in the future,
including but not limited to statements relating to the Company′s
mineralized uranium materials, timing of receipt of mining permits,
production capacity of mining operations planned for properties in South
Texas and New Mexico, planned dates for commencement of production at
such properties, revenue, cash generation and profits 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, receiving shareholder approval of the Transaction, realizing
the benefits of the merger and resource development synergies, the
exploration upside of the acquired properties, the Company′s ability to
acquire other properties, the value gained from mine site that had been
previously permitted, the benefit of permitting on private lands, the
effect of additional major investors with mining investment experience,
the spot price and long-term contract price of uranium, weather
conditions, operating conditions at the Company′s mining projects,
government regulation of the mining industry and the nuclear power
industry, world-wide uranium supply and demand, availability of capital,
timely receipt of mining and other permits from regulatory agents and
other factors which are more fully described in the Company′s documents
filed with the Securities and Exchange Commission. Should one or more of
these risks or uncertainties materialize, or should any of the Company′s
underlying assumptions prove incorrect, actual results may vary
materially from those currently anticipated. In addition, undue reliance
should not be placed on the Company′s forward-looking statements. Except
as required by law, the Company disclaims any obligation to update or
publicly announce any revisions to any of the forward-looking statements
contained in this news release.
Uranium Resources, Inc.
Don Ewigleben, 972.219.3330
President
& Chief Executive Officer
or
Media:
Mat Lueras,
505.269.8317
Vice President, Corporate Development
mlueras@uraniumresources.com
or
Investors:
Kei
Advisors LLC
Deborah K. Pawlowski, 716.843.3908
dpawlowski@keiadvisors.com
