Ucore And Landmark Agree To Merge
Date: February 28, 2007
Ucore Uranium Inc. (“Ucore”) is pleased to announce that it has entered into a letter of intent to merge with Landmark Minerals Inc. (TSX-V:LML “Landmark”) whereby Ucore will acquire all of the outstanding common shares of Landmark on the basis of 0.68 Ucore shares for every 1 share of Landmark. The merger is expected to be structured as a plan of arrangement under the British Columbia Business Corporations Act.
The companies also announced today the formation of a joint venture to acquire the BokanMountain project, a past producing uranium mine in Alaska . For further details, see press release dated February 28, 2007. The Bokan Mountain joint venture is not conditional upon the merger being completed.
Based on the closing price of Ucore and Landmark shares on February 27, 2007 of $1.60 and $0.85, respectively, the exchange ratio places a value on each Landmark share of $1.09, representing a 28% premium over the closing common share price of Landmark shares, and exceeding a 34% premium over Landmark’s 20-day volume weighted average closing common share price. This merger will result in the issuance by Ucore of approximately 5,497,352 common shares and the assumption by Ucore of outstanding warrants and options to purchase up to 2,671,288 Ucore common shares, after applying the conversion ratio.
The Board of Directors of each company has unanimously approved the letter of intent, subject to completion of due diligence and definitive documentation. Ucore and Landmark have established special committees of their respective Boards to review and give final approval to the proposed transaction, and obtain, if necessary, a fairness opinion. The proposed transaction is subject to approval by the Landmark shareholders, and a shareholder meeting is expected to be held for this purpose in late May, with a closing shortly thereafter if shareholder approval is obtained. The merger is also subject to approval by regulatory authorities and Landmark obtaining lockup agreements from shareholders holding at least 30% of the outstanding common shares of Landmark.
It is anticipated that all of Landmark’s employees will join Ucore. In particular, Harmen Keyser, President of Landmark, and Roger Lainé, Landmark’s Vice President of Exploration, will assume senior positions in Ucore.
James McKenzie, President and Chief Executive Officer of Ucore, stated, “Combining Landmark’s technical expertise with our financial capabilities will result in a stronger management team. This merger gives Ucore and Landmark the ability to accelerate exploration on an exciting array of uranium exploration properties and consolidates in Ucore a 100% interest in the Bokan Mountain project. We are very pleased to welcome Landmark’s people and projects and we feel this merger establishes a platform for accelerating our acquisition and exploration programs which will lead to successful value enhancement for all our shareholders.”
Harmen Keyser, President and Chief Executive Officer of Landmark, said, “Our merger with Ucore will strengthen the ability to finance and further explore Landmark’s uranium assets. This merger is the logical next step for us and will provide all Landmark shareholders with an opportunity to be part of a larger company with a diverse portfolio of exciting projects.”
Ucore is a leading uranium exploration company in Newfoundland and Labrador and has assembled a land package exceeding 132,000 hectares in highly prospective areas of Newfoundland, Labrador and Nunavut . The main focus of Ucore’s exploration activities to date has been on the Lost Pond property in western Newfoundland where a drill program is currently underway.
Landmark has a 100% interest in uranium exploration projects in Yukon, Northwest Territories,Quebec, and Newfoundland . In addition, Landmark and Ucore have joint venture exploration programs underway in Newfoundland and Alaska .
For more information:
|Jim McKenzie, President and CEO||Harmen Keyser, President and CEO|
|Ucore Uranium Inc.||Landmark Minerals Inc.|
|Tel: (902) 482 5214
Fax: (902) 492 0197
|Tel: (604) 484 9402
Fax: (604) 484 9407
Web site: www.ucoreuranium.com
Web site: www.landmarkminerals.com
This press release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address the completion of the merger and the benefits expected to be derived from the merger, future exploration drilling, exploration activities and events or developments that Ucore expects, are forward looking statements. Although Ucore believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, failure to obtain required shareholder and regulatory approvals, failure to complete the merger, exploitation and exploration successes, continued availability of financing, and general economic, market or business conditions.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.
(Not for dissemination in the United States )