Latitude Uranium Inc. (“Latitude Uranium”, “LUR” or the “Company” - https://www.commodity-tv.com/ondemand/companies/profil/latitude-uranium-inc/) (CSE: LUR, OTCQB: LURAF, FRA: EI1) is pleased to announce that shareholders of the Company (the “Shareholders”) have overwhelmingly approved the previously announced arrangement (the “Arrangement”) involving the Company and ATHA Energy Corp. (“ATHA”) at the Company’s special meeting (the “Meeting”) held today.
The special resolution approving the Arrangement (the “Arrangement Resolution”) was required to be approved by at least two-thirds (66 2/3%) of the votes cast by Shareholders present virtually or represented by proxy at the Meeting.
A total of 103,295,471 common shares of LUR ("Common Shares”), representing approximately 44.69% of votes entitled to be cast at the Meeting, were represented proxy at the Meeting. Approximately 99.62% of the votes eligible to be cast were voted in favour of the Arrangement Resolution.
The Company will seek a final order approving the Arrangement from the Ontario Superior Court of Justice (Commercial List) on February 29, 2024. Closing of the Arrangement remains subject to satisfaction of certain customary closing conditions, including receipt of final court, stock exchange and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement in early March 2024.
Further details regarding the Arrangement, including the principal closing conditions and the anticipated benefits for Shareholders, can be found in the Company’s management information circular dated January 25, 2024 (the “Circular”) in respect of the Meeting, which can be found under the Company’s SEDAR+ profile at www.sedarplus.ca.
Moran Lake Contingent Payment
The Company also announces that, as a result of the uranium spot price exceeding USD$75/lb, the original vendor of the Company’s Moran Lake project in Labrador (the “Vendor”) is entitled to receive payment of an additional C$375,000 in cash and C$375,000 through the issuance of Common Shares. As a result, LUR has paid the Vendor C$375,000 in cash and issued 1,616,379 Common Shares at a deemed price of C$0.232 per share, being the five-day volume-weighted average price of the Common Shares up to February 23, 2024. The Common Shares are subject to a hold period expiring four months and one day from the date of issuance. There are no further payments owing to the Vendor.
About Latitude Uranium Inc.
Latitude Uranium is exploring and developing two district-scale uranium projects in Canada. Our primary focus is expanding the resource base at Angilak, which ranks amongst the highest-grade uranium deposits globally, outside of the Athabasca. Additionally, we are advancing the CMB Project, situated in the prolific Central Mineral Belt in central Labrador adjacent to the Michelin Deposit, with numerous occurrences of uranium, copper and potential IOCG style mineralization.
For further information, please contact:
Latitude Uranium Inc.
John Jentz
CEO
jjentz@latitudeuranium.com
In Europe:
Swiss Resource Capital AG
Jochen Staiger & Marc Ollinger
info@resource-capital.ch
www.resource-capital.ch
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. These forward-looking statements or information may relate to the final approval of the Arrangement, closing of the Arrangement and the Company’s ongoing business plan, exploration and work program.
Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management of Latitude Uranium at the time, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Such assumptions include, but are not limited to, assumptions regarding the completion of the Arrangement, including receipt of required regulatory, court and stock exchange approvals, the ability of Latitude Uranium and ATHA to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, other expectations and assumptions concerning the Arrangement, and that general business and economic conditions will not change in a material adverse manner. Although Latitude Uranium has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 forward-looking information.
Such statements represent the current views of Latitude Uranium with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Latitude Uranium, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Risks and uncertainties include, but are not limited to the following: inability of Latitude Uranium and ATHA to complete the Arrangement, a material adverse change in the timing of any completion and the terms and conditions upon which the Arrangement is completed; inability to satisfy or waive all conditions to closing the Arrangement as set out in the Arrangement Agreement; the inability of the Company to realize the benefits anticipated from the Arrangement and the timing to realize such benefits; unanticipated changes in market price for Latitude Shares and/or ATHA Shares; changes to Latitude Uranium’s and/or ATHA’s current and future business plans and the strategic alternatives available thereto; treatment of the Arrangement under applicable laws; regulatory determinations and delays; any impacts of COVID-19 on the business of the Company and the ability to advance the Company’s projects; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada and other jurisdictions where the applicable party conducts business. Other factors which could materially affect such forward-looking information are described in the risk factors in Latitude Uranium’s most recent annual information form, the Circular and other filings with the Canadian securities regulators which are available under LUR’s profile on SEDAR+ at www.sedarplus.ca. Latitude Uranium does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
The special resolution approving the Arrangement (the “Arrangement Resolution”) was required to be approved by at least two-thirds (66 2/3%) of the votes cast by Shareholders present virtually or represented by proxy at the Meeting.
A total of 103,295,471 common shares of LUR ("Common Shares”), representing approximately 44.69% of votes entitled to be cast at the Meeting, were represented proxy at the Meeting. Approximately 99.62% of the votes eligible to be cast were voted in favour of the Arrangement Resolution.
The Company will seek a final order approving the Arrangement from the Ontario Superior Court of Justice (Commercial List) on February 29, 2024. Closing of the Arrangement remains subject to satisfaction of certain customary closing conditions, including receipt of final court, stock exchange and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement in early March 2024.
Further details regarding the Arrangement, including the principal closing conditions and the anticipated benefits for Shareholders, can be found in the Company’s management information circular dated January 25, 2024 (the “Circular”) in respect of the Meeting, which can be found under the Company’s SEDAR+ profile at www.sedarplus.ca.
Moran Lake Contingent Payment
The Company also announces that, as a result of the uranium spot price exceeding USD$75/lb, the original vendor of the Company’s Moran Lake project in Labrador (the “Vendor”) is entitled to receive payment of an additional C$375,000 in cash and C$375,000 through the issuance of Common Shares. As a result, LUR has paid the Vendor C$375,000 in cash and issued 1,616,379 Common Shares at a deemed price of C$0.232 per share, being the five-day volume-weighted average price of the Common Shares up to February 23, 2024. The Common Shares are subject to a hold period expiring four months and one day from the date of issuance. There are no further payments owing to the Vendor.
About Latitude Uranium Inc.
Latitude Uranium is exploring and developing two district-scale uranium projects in Canada. Our primary focus is expanding the resource base at Angilak, which ranks amongst the highest-grade uranium deposits globally, outside of the Athabasca. Additionally, we are advancing the CMB Project, situated in the prolific Central Mineral Belt in central Labrador adjacent to the Michelin Deposit, with numerous occurrences of uranium, copper and potential IOCG style mineralization.
For further information, please contact:
Latitude Uranium Inc.
John Jentz
CEO
jjentz@latitudeuranium.com
In Europe:
Swiss Resource Capital AG
Jochen Staiger & Marc Ollinger
info@resource-capital.ch
www.resource-capital.ch
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. These forward-looking statements or information may relate to the final approval of the Arrangement, closing of the Arrangement and the Company’s ongoing business plan, exploration and work program.
Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management of Latitude Uranium at the time, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Such assumptions include, but are not limited to, assumptions regarding the completion of the Arrangement, including receipt of required regulatory, court and stock exchange approvals, the ability of Latitude Uranium and ATHA to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, other expectations and assumptions concerning the Arrangement, and that general business and economic conditions will not change in a material adverse manner. Although Latitude Uranium has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 forward-looking information.
Such statements represent the current views of Latitude Uranium with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Latitude Uranium, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Risks and uncertainties include, but are not limited to the following: inability of Latitude Uranium and ATHA to complete the Arrangement, a material adverse change in the timing of any completion and the terms and conditions upon which the Arrangement is completed; inability to satisfy or waive all conditions to closing the Arrangement as set out in the Arrangement Agreement; the inability of the Company to realize the benefits anticipated from the Arrangement and the timing to realize such benefits; unanticipated changes in market price for Latitude Shares and/or ATHA Shares; changes to Latitude Uranium’s and/or ATHA’s current and future business plans and the strategic alternatives available thereto; treatment of the Arrangement under applicable laws; regulatory determinations and delays; any impacts of COVID-19 on the business of the Company and the ability to advance the Company’s projects; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada and other jurisdictions where the applicable party conducts business. Other factors which could materially affect such forward-looking information are described in the risk factors in Latitude Uranium’s most recent annual information form, the Circular and other filings with the Canadian securities regulators which are available under LUR’s profile on SEDAR+ at www.sedarplus.ca. Latitude Uranium does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
