Fission Uranium Corp(TSX:FCU) 继2015年12月21日公布与CGN Mining Company Limited (“CGN Mining”)达成有约束力的意向书之后,公司已经与CGN Mining签署认购协议,据此,CGN Mining将对Fission进行战略性投资,以非公开发售的方式认购总计96,736,540股Fission普通股(受限于认购协议规定的某些调整),每股价格0.85加元,认购总额82,226,059加元(下称“交易”)。CGN Mining已经支付3,000,000加元保证金,一旦完成交易将作为部分认购款项。Fission和CGN Mining还达成承购协议,据此CGN Mining将在商业化生产后购买公司Patterson Lake South项目区生产的铀。承购协议的履行将视交易完成情况而定。
一旦完成交易,CGN Mining将持有本公司19.9%的已发行股本。此次交易计划于美国西部时间2016年1月29日前后完成,尚需满足某些条件和认购协议列出的监管机构批准,包括多伦多证券交易所。
认购协议规定,在满足某些条件情况下,CGN Mining有权指定两名董事进入本公司董事会,且在公司未来股权融资中拥有反稀释权。Fission目前有7名董事,一旦完成交易将扩容到9名。
根据承购协议,CGN Mining将按照行业标准条款购买PLS项目年产铀矿的20%,幷将有权购买另外的15%。
根据承购协议,Fission承诺其将通过商业合理的努力来获得所有许可证或者任何政府机构依法要求的其它授权以便能够按照协议要求向CGN Mining合法的出售和交付U3O8。
CGN Mining and Fission Uranium Corporation have entered into agreements that will see CGN Mining take a 19.9% share in the Canada-based resource company and purchase up to 35% of annual production from the Patterson Lake South project.
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Drilling at Patterson Lake South in winter 2014 (Image: G Lockhart/Fission) |
Today's share subscription agreement announcement follows on a binding letter of intent signed by the two companies in December 2015. Under the agreement, CGN Mining will make a CAD 82 million ($58 million) strategic investment in Fission Uranium. The transaction is scheduled to close on or about 29 January.
On completion of the transaction, CGN Mining will become Fission's largest shareholder and will be entitled to nominate up to two directors to Fission's board. The number of directors will increase from seven to nine upon closing of the transaction.
A separate offtake agreement will entitle CGN Mining to purchase of 20% of Fission's annual uranium production with an option for an additional 15%, at a 5% discount from average spot market prices at the time of delivery.
CGN Mining is incorporated in the Cayman Islands and listed on the Hong Kong stock exchange. Its controlling shareholder is China General Nuclear Corporation (CGN) subsidiary China Uranium Development Corporation. The company also holds CGN's 49% equity in the Semizbai uranium joint venture in Kazakhstan.
Fission took full ownership of the Patterson Lake prospects in the western Athabasca Basin following its spin-out from Fission Energy in 2013. The shallow but high grade Triple R deposit at Patterson Lake South, discovered in 2012, contains 30,600 tU of indicated resources at 1.58%, including a high-grade zone with 17,000 tU at 15.4%, and 10,000 tU inferred resources at 1.3% and has been described by Fission as the largest undeveloped uranium deposit in the Athabasca Basin district.
A proposed merger between Fission and Denison Mines that would have consolidated the Patterson Lake South project with Denison's Athabasca Basin interests, including Wheeler River and the McClean Lake uranium mill, failed last year after it was unsuccessful in securing the necessary approval from Fission's shareholders.
Fission intends to use the proceeds from the transaction to develop the Patterson Lake South property. An NI43-101 compliant preliminary economic assessment released by Fission last year envisaged a hybrid open-pit and underground operation producing an average 7.2 million pounds U3O8 (2770 tU) per year over the 14-year life of the mine, with 77.5 million pounds U3O8 (29,810 tU) recovered in the first six years of operation. Average operating costs were estimated at $14.02 per pound U3O8 over the life of mine.
Earlier this month, Fission president Ross McElroy said that CGN Mining's investment would give the company "the financial clout" to advance its project. "Through CGN Mining’s relationship to its mothership, CGN, we are now connected to what is arguably one of the most important utility giants in the world, responsible for delivering power in a region where nuclear power is growing at a rate greater than anywhere else in the world," he said.
Researched and written
by World Nuclear News
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