|From: LoneClone||2/17/2010 5:38:13 PM|
|Strathmore Minerals Corp.: 2009 Year End Review; New Mexico and Wyoming Uranium Projects and 2010 Outlook|
Wed Feb 17, 4:01 PM
KELOWNA, BRITISH COLUMBIA--(Marketwire - Feb. 17, 2010) - Strathmore Minerals Corp. (TSX VENTURE: STM.V) ("Strathmore" or "the Company") is pleased to update shareholders with a year-end review of the Company's activities for 2009 and outlook for 2010. Strathmore's primary goal is to become a leading uranium producer in the United States, where it holds an extensive and diverse portfolio of advanced projects. In 2009, primary focus continued at Roca Honda in New Mexico, and the Gas Hills and Pine Tree-Reno Creek properties in Wyoming. With the planned sale of the Pine Tree-Reno Creek properties expected to close in early 2010, the Company will refocus this year's permitting efforts on the remaining two core uranium development projects: Roca Honda in New Mexico and the Gas Hills in Wyoming. In addition, Strathmore is continuing with its plan to monetize or joint venture non-core projects. Discussions are continuing.
Key Highlights for 2009
- At the Company's flagship Roca Honda project in New Mexico, which is joint ventured with Sumitomo Corp of Japan, the Mine Operations and Mine Water Discharge Plan permit applications were submitted to state and federal regulatory agencies, on schedule and under budget. These applications were deemed "administratively complete" and accepted for technical review. The mine permit application submission represents a major milestone for the Company, which began permitting Roca Honda in 2006 (see news releases dated October 27 and December 2, 2009).
- In the Gas Hills Uranium District Wyoming, the Company continued collecting baseline environmental data as part of its ongoing permitting efforts at the George-Ver deposit, the first in a series of deposits planned for sequential development. Additional permitting work was carried out at Day Loma and Rock Hill.
- A revised formal agreement to sell the Pine Tree-Reno Creek uranium properties in Wyoming to Bayswater Uranium Corporation for US$17.5 million in cash, US$ 2.5 million in Bayswater common shares, and a 5% production royalty was signed. The sale is expected to close by April 6, 2010 (see news release dated January 7, 2010).
- Seven state uranium minerals leases near Oshoto in northeastern Wyoming were sold to Peninsula Minerals Corp of Australia for 5,000,000 common shares of Peninsula (see news release dated August 25, 2009).
- NI 43-101 compliant technical reports for portions of both Nose Rock and Dalton Pass properties, in New Mexico were completed and SEDAR filed (see news release dated (March 19, 2009).
Outlook For 2010
The following summary reviews ongoing work programs and plans for 2010. A list of all Strathmore's uranium properties and resources can be found on the Company's website www.strathmoreminerals.com/s/ResourceTable.asp.
Core Projects in New Mexico & Wyoming
Roca Honda, N.M. (Roca Honda Resources LLC Joint Venture: Strathmore 60%/Sumitomo 40%)
- The Roca Honda deposit, which is one of the largest undeveloped uranium deposits in the USA, has been the primary focus of the Company's permitting activities in New Mexico. In 2010, the Joint Venture plans to commission a Bankable Feasibility Study (BFS). In addition, an accompanying BFS of the mill processing and tailing facilities will be awarded late in 2010. Ongoing permitting activities including: baseline environmental monitoring and sampling, metallurgical studies, mine planning, reclamation planning, and mill design studies will continue.
- The Company is preparing for forthcoming technical and public review proceedings as part of the Mine Operations permit and Discharge Plan approval process administered by the New Mexico Energy, Minerals & Natural Resources Department, Mining and Minerals Division (MMD) and New Mexico Environment Department (NMED). In addition, the U.S. Forest Service, the primary federal agency responsible for permitting Roca Honda, will prepare an Environmental Impact Statement (EIS) on the project.
- The Company will commence the required environmental baseline field programs at its Pena Ranch property in support of preparing a uranium mill operating license application to the Nuclear Regulatory Commission to process the ore from Roca Honda.
Gas Hills, WY
- In 2010, the Gas Hills Uranium District will continue to be the Company's primary focus in Wyoming. Strathmore is the dominant land holder with over 33,000 acres. Long-term plans are for the permitting and sequential development of several open pit deposits over the next several years with the George-Ver pit planned for initial development.
- The Company will continue mine permitting activities at George Ver including: groundwater quality monitoring, exploration and pit delineation drilling, engineering design of the open pits, and preparation of NI 43-101 reports. In addition, the Company plans preliminary assessment of a mill site to determine if permitting activities towards receipt of a mill permit and source materials license should proceed.
- Strathmore is reviewing exploration plans for the highly prospective, unexplored portion of the Gas Hills, known as "Beaver Rim", located south of the designed open pit deposits. Historical drill logs show indications of up to 5 uranium roll fronts lying beneath the Company's claims, which total approx. 16,000 acres. Exploration drilling may begin later in the year, should budgeting permit.
Development Project Pipeline: New Mexico, Wyoming & South Dakota
Pine Tree-Reno Creek, WY
- On August 24, 2009, Strathmore announced the sale of its Pine Tree-Reno Creek properties to Bayswater Uranium Corporation for US$30 million cash. The terms of the agreement were subsequently amended on December 9, 2009 with an expected year-end closing. Shortly thereafter, Strathmore received a competing offer from a foreign based corporation. Bayswater elected to meet the terms of the superior offer and has until April 6, 2010, to complete the transaction. The revised terms include a US$17.5 million cash payment and issuance of $2.5 million in common shares of Bayswater. Strathmore retains a 5% production royalty that can be purchased by Bayswater for cash and common shares to a maximum US$10 million.
- The Company plans to complete a NI 43-101 technical report and resource estimate. The historical estimate totals 9,362,000 lbs U3O8 contained within 2,754,000 tons grading 0.17% U3O8(ii).
Church Rock, N.M.
- The Tenth Circuit of the United States Court of Appeals heard "en banc" arguments by Uranium Resources Inc. in January 2010 regarding the "Indian Country" issues at their uranium In-Situ Recovery Project at Church Rock. A decision from the court may be forthcoming in 2010. Strathmore is continuing to monitor developments in this legal case to determine the best path forward for the Church Rock project.
Copper Mountain, WY
- During an internal review it was discovered that the historical resource estimate reported (Not NI 43-101 compliant) for the Copper Mountain project is not accurate, and that the Company's portion of the estimated resource may be approximately 60-70% of the reported total. As Copper Mountain is a non-core project that has not received any development expenditures in the past several years, nor are any planned for 2010, this finding is not expected to have a significant change in the business, operations, or capital of the Company. A revision to the historical estimate is forthcoming.
- The Letter of Intent granting Great Bear Uranium Corp an option to acquire a 100% interest in the Chord property expired unexercised on September 30, 2009.
In January, the Company closed an $8.38 million common share unit private placement (see news release dated January 20, 2010). Proceeds will be used to advance the ongoing permitting and feasibility activities at the Roca Honda and Gas Hills properties. With the additional funds expected from the pending sale of the Pine Tree-Reno Creek properties, the Company will be well positioned for the future.
STRATHMORE MINERALS CORP. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of advanced uranium properties in the United States. Headquartered in Kelowna, British Columbia, the Company also has U.S. based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico. STRATHMORE MINERALS CORP. Common Shares are listed on the TSX Venture Exchange under the symbol "STM".
(ii) The historical resource estimate shown for the Marquez deposit was completed prior to the implementation of the NI 43-101 requirement. Given the quality of the historic work completed, the Company believes the resource estimates to be both relevant and reliable. However, a qualified person has not completed sufficient work to classify these historic mineral resources as current mineral resources; and is not treating the historic resources as current. Hence, they should not be relied upon. It should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. Technical information has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed by David Miller, Chief Executive Officer for Strathmore Minerals Corp., a qualified person under National Instrument 43-101.
This news release contains "forward-looking information" that is based on Strathmore Minerals Corp.'s current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, statements with respect to Strathmore's exploration and development plans, outlook and business strategy. The words "may", "would", "could", "should", "will", "likely", "expect", "anticipate", "intend", "estimate", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking information.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause Strathmore's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: uncertainties related to the historical resource estimates, the work expenditure commitments; the ability to raise sufficient capital to fund future exploration or development programs; changes in economic conditions or financial markets; changes in input prices; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or an inability to obtain permits required in connection with maintaining, or advancing, the Company's various projects; and labour relations matters.
This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. Strathmore Minerals Corp. disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.
ON BEHALF OF THE BOARD
David Miller, CEO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Strathmore Minerals Corp.
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|From: LoneClone||3/3/2010 7:09:07 PM|
|Bayswater Arranges $25 Million Financing for Reno Creek Acquisition|
Wed Mar 3, 9:05 AM
VANCOUVER--(BUSINESS WIRE)--Bayswater Uranium Corporation (TSX-V: BYU), (OTC: BYSWF) (“Bayswater” or the “Company”) announces, the Company has arranged a US$20,000,000 financing with the Pacific Road Resources Funds (“PRRF”) with the assistance of its financial advisor, Ricardo Campoy, and separately a CDN$4,500,000 financing with M Partners Inc. (“M Partners”), all for the purpose of completing the acquisition of a 100% interest in the Reno Creek Property (the “Property”).
As previously announced, Bayswater will acquire the Property through the acquisition of AUC LLC, a limited liability company which holds the Property, in consideration of an aggregate payment of US$20,000,000 to Strathmore Resources (US) Ltd., a wholly owned subsidiary of Strathmore Minerals Corp (TSX-V: STM), (“Strathmore”) of which US$17,500,000 is payable in cash (of which US$500,000 has already been paid) and US$2,500,000 is payable through the issuance of common shares of the Company at a price equal to the weighted average trading price of its common shares on the TSX Venture Exchange (“TSX-V”) for the 30 day period preceding closing of the transaction. In consideration for an extensive historical data base, rights to a previous deep well injection permit and in exchange for American Uranium Corp.’s (“American”) consent to the transaction and termination of its rights pursuant to a previous joint venture on the Property, the Company shall pay to American US$2,000,000 on the Closing Date, of which US$1,000,000 shall be payable in cash and US$1,000,000 shall be paid through the issuance of common shares of the Company at a deemed price equal to the price of the concurrent financing to be completed by the Company on closing.
Bayswater has executed a term sheet dated February 28, 2010 pursuant to which PRRF, a mining private equity investor, will provide a US$20,000,000 financing to fund the purchase of the Property. The financing will take place in two tranches to be completed concurrently. The first tranche is a private placement of Units (on the terms described below) to generate proceeds of US$3,000,000 (the “PRRF Offering”).
The second tranche is a US$17,000,000 investment into a special purpose entity (“Newco”) which will hold the Property through certain wholly-owned subsidiaries. Upon closing, PRRF will hold a 65.4% interest in Newco and the Company will hold a 34.6% interest in Newco, having regard for contributions to be made by the Company into Newco, including credit for common shares issued to Strathmore and American and deposits already paid to Strathmore as part of the purchase price for the Property. Subject to receipt of the approval of the Company’s shareholders for PRRF to become a control person of the Company, PRRF will be entitled to convert its investment in Newco into common shares of the Company within six months following the earlier of the completion of a feasibility study on the Property or receipt of all required permits for production, but in any event not later than within five years of completion of the investment. PRRF’s investment in Newco will be convertible into common shares of the Company, at PRRF’s discretion, either:
(a) (i) as to PRRF’s initial capital contributions into Newco at closing, at a price of $0.60 per share; (ii) as to subsequent PRRF contributions into Newco prior to such time as PRRF and the Company each hold a 50% interest in Newco, at a price equal to the 30 day volume weighted average price of the Company’s shares calculated to the day of contribution, provided that such price shall not be more than $0.60 per share and (iii) as to subsequent PRRF contributions into Newco following such date on which the Company and PRRF each hold a 50% interest in Newco, at a price equal to the 30 day volume weighted average price of the Company’s shares calculated to the day of contribution; or
(b) at an amount defined by multiplying the market capitalization of the Company, calculated using the 30 day volume weighted average price of the common shares of the Company on the date PRRF elects to convert by the percentage interest of the overall equity value of the Company represented by 100% of Newco (and thereby the Property), and further multiplied by the percentage interest held by PRRF in Newco, all divided by the greater of the 30 day volume average price of the common shares of the Company on the TSX-V or $0.60.
The Company and PRRF will enter into a shareholders’ agreement in respect of Newco which will permit Bayswater to contribute additional amounts to Newco in order to achieve a 50% ownership interest. In addition, the parties have agreed to appoint Bayswater as the initial project manager. If the shareholder approval for PRRF to become a control person of the company is not obtained, PRRF will have a call right to purchase all of Bayswater’s shares in Newco.
The Company shall have a right of first offer to repurchase or arrange for the purchase of securities of the Company invested by PRRF in Units pursuant to the first tranche described above such that in the event that PRRF wishes to dispose of more than 1,000,000 common shares of the Company in any 30 day period, it shall notify the Company which shall have five business days to arrange for a purchase.
PRRF shall have the right to participate in any future equity financings of the Company on a pro rata basis based on its ownership of shares, on a fully diluted basis, for so long as it holds common shares or securities of Newco as would represent at least 10% of the Company’s shares.
The Company intends to seek shareholder approval for PRRF to become a control person of the Company on conversion of its equity interest in Newco at its next annual general meeting, expected to occur in July 2010.
The Company will pay to Pacific Road Capital Management Pty Ltd. ("PRCM"), which manages and advises PRRF, an establishment fee in the amount 3.5% of the gross proceeds of all funds contributed by PRRF payable in cash on closing.
On closing, PRRF shall be entitled to nominate one member to the Company’s board and following conversion of all or part of PRRF’s investment in Newco into shares, such number of directors as equates to its percentage interest in the Company, to a maximum of three directors out of a total of six.
The Pacific Road Resources Funds are private equity funds investing in the global mining industry. PRRF provides expansion and buyout capital for mining projects, mining-related infrastructure and mining services businesses located throughout resource-rich regions of the world. The PRCM team, located in Sydney, Australia and San Francisco and New York, USA, is comprised of experienced investment professionals that have extensive knowledge and experience in the mining and infrastructure sectors, including considerable operating, project development, transactional and investment banking experience. For further information about PRRF and PRCM, please go to their website at www.pacroad.com.au.
M Partners Financing and PRRF Offering
Additionally, Bayswater has engaged M Partners as agent for a brokered private placement on a best efforts basis, of up to 8,181,818 units (the “Units”) of the Company at a price of $0.55 per Unit to raise gross proceeds of up to $4,500,000 (the “ Unit Offering” and collectively with the PRRF Offering, the “Offering”).
Each Unit issued pursuant to the Offering shall consist of one common share and one half of one transferable common share purchase warrant (each whole such purchase warrant, a “Warrant”). Each Warrant will be exercisable into one additional common share at an exercise price of $0.75 per common share for a period of 24 months from closing.
The Company has also granted to M Partners an option to cover over allotments which will allow M Partners to offer up to 1,227,272 additional Units (the “Over-allotment Option”).
M Partners will receive a cash commission of 7.0% of the gross proceeds of the Unit Offering, including any Units issued or sold pursuant to the exercise of the Over-Allotment Option, and the Agent may elect to receive some or all of this commission in Units. M Partners will also receive agent’s warrants (the “Agents Warrants”) equal to 7% of the number of Units placed by M Partners under the Unit Offering, including any Units issued or sold pursuant to the exercise of the Over-Allotment Option. Each Agents Warrant is exercisable into one Unit at an exercise price of $0.55 for a period of 24 months from closing.
Ricardo Campoy’s engagement as financial advisor to the Company has been renewed. Mr. Campoy will receive a cash commission of 5.0% of the PRRF Offering and investment in Newco.
Completion of the PRRF Offering and the Unit Offering is subject to, among other things, the approval of the TSX-V and receipt of all other required regulatory approvals, execution of definitive documentation, satisfactory completion of ongoing due diligence and requisite board approvals. As stated above, net proceeds of the Offering and investment in Newco by PRRF will be used to complete the acquisition of the Property as well as to fund exploration on the Property and for general working capital purposes.
Please see the Company’s news releases dated August 24, 2009, September 18, 2009, October 5th, 20th, and 22nd, 2009, December 8th and 29th, 2009, and January 7, 2010, for additional information concerning the Property and the related transactions. Bayswater has until April 6, 2010 to complete the transaction on the Property.
About Bayswater Uranium Corporation - The Super Junior Uranium Company TM
Bayswater Uranium Corporation is an international uranium exploration and development company. The Company owns several advanced uranium properties in the United States with significant historical resources that may be amenable to ISR and/or conventional mining. As well, Bayswater is the only uranium company to have major landholdings in each of Canada's most important producing and exploration regions - the Athabasca Basin, the Central Mineral Belt, and the Thelon Basin. Bayswater combines a balanced portfolio of advanced and exploration projects with the uranium expertise of its technical and managerial teams. To capitalize on current market conditions and strong growth of the nuclear industry, the Company is pursuing acquisition opportunities of advanced-stage uranium projects with near-term production potential. Bayswater's vision is to build a major international uranium company. Shares of the Company are listed on the TSX Venture Exchange under the symbol “BYU”. For further information visit www.bayswateruranium.com.
On behalf of the Board of:
BAYSWATER URANIUM CORPORATION
George M. Leary
Statements in this news release other than purely historical information, including statements relating to the Company’s future plans and objectives or expected results, constitute forward-looking statements. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the Company’s business, including risks inherent in mineral exploration, development and mining. There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on such statements. The Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Bayswater Uranium Corporation
John Gomez, 604-687-2153
Manager, Investor Relations
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