Ucore and Landmark Sign Formal Arrangement Agreement
Date: July 13, 2007
Ucore Uranium Inc. (“Ucore” or the “Company”, TSX-V: UCU) and Landmark Minerals Inc. (“Landmark”, TSX-V: LML) are pleased to announce that the formal Arrangement Agreement relating to the previously announced merger transaction between the two companies has been signed.
Under the terms of the arrangement, all of the outstanding common shares of Landmark will be exchanged for common shares of Ucore on the basis of 0.68 Ucore shares for every 1 share of Landmark. Completion of the transaction is subject to certain conditions, including approval of the Landmark shareholders and acceptance for filing by the TSX Venture Exchange.
The Arrangement Agreement was unanimously approved by the Special Committees and Boards of Directors of both Landmark and Ucore. The Landmark Special Committee and Board of Directors received and considered a fairness opinion of PI Financial Corp. regarding the transaction. A meeting of shareholders of Landmark has been called for August 10, 2007 to consider the arrangement and the Notice of Meeting and Management Information Circular will be sent out early next week. The information circular will contain the recommendation of Landmark’s Board of Directors that the Landmark shareholders approve the transaction and will also include the fairness opinion prepared by PI Financial Corp.If the Landmark shareholders approve the arrangement and all other conditions, including requisite regulatory approvals are satisfied, completion of the arrangement is expected to occur on or about August 18, 2007.
This news release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review the Management Information Circular and any other relevant documents that may be filed with securities regulatory authorities by Landmark and Ucore as they will contain important information, including full details of the proposed transaction and its terms and conditions.
For further information, please contact Mr. Jim McKenzie, President and Chief Executive Officer of Ucore Uranium Inc. at:
Telephone: (902) 482-5214
Fax: (902) 492-0197
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 future exploration drilling, exploration activities and events or developments that the Corporation expects, are forward looking statements. Although the Company 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 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 of America)