Titan Uranium Inc. (TSX VENTURE:TUE)(FRANKFURT:T4X) ("Titan") and Uranium Power
Corp. (TSX VENTURE:UPC) ("UPC") today announced that on July 31, 2009, they
completed a business combination pursuant to a plan of arrangement that was
previously announced on May 8, 2009 (the "Plan of Arrangement"). Pursuant to the
Plan of Arrangement, Titan has acquired all of the issued and outstanding common
shares of UPC. All outstanding options to acquire securities of UPC were
cancelled at the effective time of the Plan of Arrangement.
The Plan of Arrangement was approved as a special resolution by the shareholders
of UPC at a special meeting of UPC's shareholders held on July 23, 2009 and was
approved by the British Columbia Supreme Court pursuant to a final order issued
on July 28, 2009. The Plan of Arrangement was also approved by the TSX Venture
Exchange and was approved unanimously by the board of directors of both Titan
and UPC.
"The closing of the transaction marks a significant milestone for Titan
Uranium," stated Brian Reilly, President and CEO. "I would like to welcome the
new officers and directors of the company and thank the out-going officers and
directors for their contributions. Titan is well-positioned for future growth in
the uranium sector."
Under the Plan of Arrangement, each UPC common share was exchanged for 0.5393
common shares of Titan. This resulted in the issuance of 52,980,918 common
shares of Titan. There are now 105,962,101 common shares of Titan that are
issued and outstanding. Titan shareholders, as they existed immediately prior to
such share exchange, and former UPC shareholders each own approximately 50% of
the issued and outstanding shares of Titan.
As a result of the Plan of Arrangement, UPC is now a wholly-owned subsidiary of
Titan. Effective at the end of the trading day on July 28, 2009, the common
shares of UPC were halted from trading on the TSX Venture Exchange pending
delisting. Titan common shares remain listed on the TSX Venture Exchange.
Pursuant to the Plan of Arrangement, Mr. Chris Healey, P. Geo, will join Titan
as Chief Operating Officer and Mr. Gregory Adams will join Titan as
Vice-President Exploration (USA).
In addition, Darren Devine, David D'Onofrio, Lloyd Clark and Philip Olson are
resigning from Titan's board of directors (the "Board") and Rahoul Sharan,
Richard Patricio and Donald Ching are being appointed to the Board.
Mr. Healey has over 40 years experience in the natural resources industry,
specializing in uranium exploration and extraction. Prior to joining Titan, Mr.
Healey was the President and a director of UPC and the Chief Operating Officer
and director of Cue Resources Ltd. Mr. Healey is also a director of Monster
Uranium Corp. and Ansell Capital Corp. Mr. Healey is a former senior employee of
Cameco Corporation, where he managed its US operations and was also involved in
the discovery and development of two of the largest high grade uranium deposits
in the world. Mr. Healey is a past president of the Geological Society of the
Canadian Institute of Mining, Metallurgy and Petroleum.
Mr. Adams is a highly experienced uranium geologist with over 35 years of
professional and technical experience managing exploration and development
functions. During his career in uranium exploration, development and production,
Mr. Adams has worked for Exxon Minerals Co. U.S.A., Everest Minerals Corp.,
Nuclear Electric of Great Britain, and Power Resources Inc. (a Cameco
Corporation subsidiary) as a senior geologist and exploration manager. Mr. Adams
has an extensive background in both conventional and in-situ recovery uranium
mining operations.
Mr. Sharan, C.A., has over 18 years of finance and accounting experience and is
a member of the Institute of Chartered Accountants of British Columbia. Prior to
joining Titan, Mr. Sharan was the Chairman of the Board of Uranium Power Corp.
Prior to joining UPC, Mr. Sharan was a partner of the S&P Group, which
specializes in investment financing for venture capital projects, real estate
development and construction. Mr. Sharan is also the President of KJN Management
Ltd., which provides a broad range of administrative, management and financial
services.
Mr. Patricio is the Executive Vice President, Corporate Affairs for Mega Uranium
Ltd. and is responsible for merger and acquisition activity, corporate
transactions and overall administration. Prior to joining Mega Uranium Ltd., Mr.
Patricio practiced law at a top tier law firm in Toronto and worked as in-house
General Counsel for a senior TSX listed company. Mr. Patricio is a lawyer
qualified to practice in the Province of Ontario.
Mr. Ching is a retired businessman who sits as a corporate board member for
several organizations and businesses and acts as a consultant on various
projects. Mr. Ching was the President and Chief Executive Officer of AREVA
Resources Canada Inc. from January, 2005 to December, 2007 and prior to that was
the President and Chief Executive Officer of SaskTel. Mr. Ching has also served
as the President of Crown Investment Corporation, as a managing partner in the
law firm of Mitchell Taylor Romanow Ching (now Woloshyn & Company) and as
Executive Vice President of the Potash Corporation of Saskatchewan. Mr. Ching is
a member of the Saskatchewan Bar Association.
Titan would like to thank out-going Chairman and Chief Executive Officer, Mr.
Philip Olson, for his contribution to Titan and wishes him all the best in his
future endeavours. Titan would also like to thank Darren Devine, David D'Onofrio
and Lloyd Clark, the other out-going directors of Titan, for their contribution
to Titan. Finally, Titan would like to thank the out-going directors and
officers of UPC for their contribution to UPC.
UPC shareholders who have not already done so should submit their completed and
executed letters of transmittal and UPC share certificates to Valiant Trust
Company as soon as possible to receive the common shares of Titan to which they
are entitled pursuant to the Plan of Arrangement. A copy of the letter of
transmittal is attached to this release and available on SEDAR at www.sedar.com.
Refer to the business combination agreement between Titan and UPC dated May 8,
2009 and the management information circular of UPC dated June 23, 2009, each
available on SEDAR at www.sedar.com, for additional information regarding the
Plan of Arrangement and matters related thereto.
Titan Uranium Inc.
Titan is driven by advancing exploration projects to discovery in the proven
Athabasca and prospective Thelon basins located in Saskatchewan and Nunavut,
respectively. Titan has gained market recognition for its ability to attract
strategic partners to participate in exploration on its properties by virtue of
its 1.6 million acre land position and its technical expertise. The option
agreement participants of Titan include: Japan Oil, Gas and Metals National
Corporation (JOGMEC), Vale Exploration Canada Inc. (VEC), and Mega Uranium Ltd.
These optionees are expected to contribute $4.7 million in exploration programs
managed by Titan in 2009.
This business combination with UPC adds a number of highly prospective
properties, mainly in the United States, to Titan's portfolio. Prime among these
is a 50% interest in the Sheep Mountain deposit which has an NI 43-101 compliant
Inferred Resource (on a 100% basis) of:
4,560,000 tons, average grade of 0.17% eU3O8 (15.6 million lbs contained U3O8)
This resource estimate was reported in a technical report on the Sheep Mountain
uranium project, prepared for UPC by Scott Wilson Roscoe Postle Associates Inc.
and authored by C. Stewart Wallis, P. Geo. dated October 10, 2006. Additional
information including the estimation method and cut-off grade may be found in
the report which was filed on SEDAR on October 12, 2006. The Sheep Mountain
deposit has a current Mine Permit issued by the Wyoming Department of
Environmental Quality. Several minor amendments to this permit will be required
to reopen the mine.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release constitutes forward-looking
information within the meaning of applicable securities legislation
(collectively, "forward-looking statements"). All statements in this news
release that are not statements of historical fact (including statements
containing the words "expects", "does not expect", "plans", "anticipates", "does
not anticipate", "believes", "intends", "estimates", "estimates", "projects",
"potential", "scheduled", "forecast", "budget" and similar expressions) should
be considered forward-looking statements. All such forward-looking statements
are subject to important risk factors and uncertainties, many of which are
beyond Titan and UPC's ability to control or predict. A number of important
factors could cause actual results or events to differ materially from those
indicated or implied by such forward-looking statements.
Titan and UPC assume no obligation to update the information in this
communication, except as otherwise required by law. Additional information
identifying risks and uncertainties is contained in Titan's and UPC's respective
filings with the various provincial securities commissions which are available
online at www.sedar.com. Forward-looking statements are provided for the purpose
of providing information about the current expectations, beliefs and plans of
the management of each of Titan and UPC relating to the future. Readers are
cautioned that such statements may not be appropriate for other purposes.
Readers are also cautioned not to place undue reliance on these forward-looking
statements, that speak only as of the date hereof.
This news release and the information contained herein does not constitute an
offer of securities for sale in the United Sates and securities may not be
offered or sold in the United States absent registration or exemption from
registration.
THIS LETTER OF TRANSMITTAL IS FOR USE ONLY IN CONJUNCTION WITH THE PLAN OF
ARRANGEMENT INVOLVING URANIUM POWER CORP., TITAN URANIUM INC. AND THE
SHAREHOLDERS OF URANIUM POWER CORP.
The instructions accompanying this Letter of Transmittal should be read
carefully before completing this Letter of Transmittal. The Depositary (see
last page for address and telephone numbers) or your broker or other
financial advisor will assist you in completing this Letter of Transmittal.
LETTER OF TRANSMITTAL
FOR HOLDERS OF COMMON SHARES OF URANIUM POWER CORP.
This Letter of Transmittal is for use by holders of common shares (the UPC
Shares) of Uranium Power Corp. (UPC) in connection with the plan of
arrangement (the Arrangement) the full text of which is set out in the
Management Proxy and Information Circular dated June 23, 2009 (the
Information Circular). Capitalized terms used herein have the respective
meanings ascribed thereto in the Glossary of Terms in the Information
Circular.
TO: Uranium Power Corp.
AND TO: Titan Uranium Inc. (Titan)
AND TO: Valiant Trust Company, as Depositary
DESCRIPTION OF UPC SHARES DEPOSITED
The undersigned hereby irrevocably deposits and tenders in accordance with
and pursuant to the terms of the Arrangement, the following certificate(s)
for those UPC Shares registered in the name of the undersigned or duly
endorsed for transfer to the undersigned:
(please print)
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DESCRIPTION OF CERTIFICATES DEPOSITED
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Certificate Number(s) Name of Registered Holder Number of UPC Shares
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TOTAL:
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(If space is not sufficient, please attach a list in the above form.)
___ Some or all of my UPC Share certificates have been lost, stolen or
destroyed. Please review item 3 of the "Instructions" for the
procedures to replace lost or destroyed certificates (Check box if
applicable)
The undersigned instructs Titan and the Depositary, as soon as is reasonably
practicable after the date of receipt of these instructions, to mail the
certificates by first class mail or registered mail, or to hold such
certificates for pick up, in accordance with the instructions given below.
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BOX A
SPECIAL REGISTRATION INSTRUCTIONS
(See Instruction 3)
To be completed ONLY if the certificate(s) for Titan common shares (Titan
Shares) are to be registered in a name other than the name of the
registered shareholder. If this box is completed, the signature must be
guaranteed. (See Instruction 4).
In the Name of: ____________________________________
(please print)
Address: ____________________________________
_____________________________________________________
_____________________________________________________
(include postal or zip code)
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BOX B
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 3)
To be completed ONLY if the certificate(s) for Titan Shares are to be
delivered to a name or an address other than the name and address of the
registered shareholder. If this box is completed, the signature must be
guaranteed. (See Instruction 4).
In the Name of: ____________________________________
(please print)
Address: ____________________________________
_____________________________________________________
_____________________________________________________
(include postal or zip code)
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BOX C
The undersigned certifies that the residence of the undersigned is as
follows (check one of the following two boxes):
___ Resident of Canada
___ Resident of any other foreign jurisdiction
Any UPC Shareholder failing to complete one of the above two boxes will be
deemed to have certified that the Shareholder is a Canadian resident.
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BOX D
To be checked ONLY if the certificate(s) for Titan Shares are to be held for
pick-up rather than mailed, at the office of the Depositary at which this
Letter of Transmittal is deposited (See Instruction 4).
___
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Signatures guaranteed by (if required under Instruction 5):
____________________________________________________
Authorized Signature of Guarantor
____________________________________________________
Name of Guarantor (please print or type)
____________________________________________________
Address of Guarantor (please print or type)
DATED the _____ day of ______________, 2009.
____________________________________________________
Signature of UPC Shareholder or Authorized
Representative (see Instructions 4 and 5)
____________________________________________________
Address of UPC Shareholder
____________________________________________________
Telephone Number of UPC Shareholder
____________________________________________________
Facsimile Number of UPC Shareholder
____________________________________________________
Social Insurance Number or U.S. Resident Taxpayer
Identification Number (must be provided)
____________________________________________________
Name of UPC Shareholder (please print or type)
____________________________________________________
Name of Authorized Representative, if applicable
(please print or type)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE DEPOSITING UPC SHAREHOLDER
The registered holder of UPC Shares named above hereby:
1. represents and warrants that: (a) the holder has full power and
authority to deposit, sell, assign and transfer the UPC Shares being
deposited and has not sold, assigned or transferred or agreed to sell,
assign or transfer any of such UPC Shares being deposited to any other
person; (b) the holder, or the person(s) on whose behalf it acts, owns and
has good title to all of the UPC Shares being deposited, within the meaning
of applicable securities laws, free and clear of all mortgages, liens,
restrictions, charges, encumbrances, security interests, claims and equities
whatsoever; (c) the holder has full power and authority to execute and
deliver this Letter of Transmittal; and (d) all information inserted into
this Letter of Transmittal by the holder is accurate;
2. revokes any and all other authority, whether as agent, attorney-in-fact,
attorney, proxy or otherwise, previously conferred or agreed to be conferred
by the holder at any time with respect to the UPC Shares being deposited and
agrees that, except as provided herein, no subsequent authority, whether as
agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with
respect to the UPC Shares being deposited, by or on behalf of the holder;
3. directs the Depositary to: issue or cause to be issued the certificate
for the Titan Shares to which the holder is entitled pursuant to the
Arrangement in respect of the UPC Shares deposited in the name of the
registered shareholder, or as otherwise indicated in Box A above, and to
send such certificate to the address of the registered shareholder, or to
such other address indicated in Box B above or to hold the same for pickup,
as indicated in Box D above;
4. acknowledges that all authority conferred, or agreed to be conferred by
the undersigned herein may be exercised during any subsequent legal
incapacity of the undersigned and shall survive the death, incapacity,
bankruptcy or insolvency of the undersigned and all obligations of the
undersigned herein shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned;
5. acknowledges that the Titan Shares that might otherwise be issued to the
holder will be rounded down to the nearest whole number of Titan Shares, as
disclosed in the Information Circular, without payment of any consideration
in respect thereof being made; and
6. declares that the holder: it is not subject to the laws of any
jurisdiction pursuant to which the receipt of the Titan Shares would not be
in compliance with the laws of such jurisdiction (and is not acting for the
benefit of a person who is subject to such laws) without further action
taken by Titan or its affiliates.
INSTRUCTIONS.
1. Fractional Shares
No fractional Titan Shares will be issued to holders of UPC Shares and, in
lieu of any fractional entitlement, the number of Titan Shares issued to
each former holder of UPC Shares shall be rounded down to the nearest whole
number of Titan Shares, without payment of any consideration in respect
thereof.
2. Inadequate Space
If the space provided in this Letter of Transmittal is inadequate, the
certificate number(s) and the number of UPC Shares represented thereby
should be listed on a separate list attached to this Letter of Transmittal
which separate list must be signed by the UPC Shareholder.
3. Delivery of Letter of Transmittal and Certificates
Certificates representing UPC Shares, together with the Letter of
Transmittal or a manually signed facsimile thereof, must be delivered to
the Depositary at the addresses on the last page hereof. The method of
delivery is at the option and risk of the holder, but if mail is used,
registered mail, with return receipt requested, properly insured, is
recommended. Delivery will be effected only when documents are actually
received by the Depositary at any one of the offices specified.
If your certificate(s) representing UPC Shares have been lost, stolen or
destroyed, this Letter of Transmittal should be completed as fully as
possible and forwarded to the Depositary, and a letter describing the loss
should be sent to Computershare Investor Services Inc. (Computershare), 9th
Floor 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 Attn:
Corporate Actions, with a copy also being forwarded to the Depository.
Computershare will respond with the replacement requirements, which must be
completed before the exchange is effected.
4. Guarantee of Signatures
No signature guarantee is required on the Letter of Transmittal if (a) the
Letter of Transmittal is signed by the registered UPC Shareholder of the
UPC Shares deposited therewith, or (b) those UPC Shares are deposited for
the account of an Eligible Institution.
In all other cases, all signatures on the Letter of Transmittal must be
guaranteed by an Eligible Institution. See also instructions 5.
An Eligible Institution means a Canadian schedule 1 chartered bank, a
member of the Securities Transfer Agent Medallion Program (STAMP), a member
of the Stock Exchanges Medallion Program (SEMP) or a member of the New York
Stock Exchange Inc. Medallion Signature Program (MSP). Members of these
programs are usually members of a recognized stock exchange in Canada or
the United States, members of the Investment Dealers Association of Canada,
members of the National Association of Securities Dealers or banks or trust
companies in the United States.
5. Signature on Letter of Transmittal, Powers and Endorsements
If the Letter of Transmittal is signed by the registered holder(s) of the
UPC Shares deposited therewith, the signature(s) must correspond with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any other change whatsoever. The certificate(s) need not be
endorsed.
If the Letter of Transmittal is signed by a person other than the registered
holder(s) of the UPC Shares deposited therewith, the certificate(s) must be
endorsed or accompanied by appropriate security transfer or stock power(s),
in either case signed exactly as the name(s) of the registered holder(s)
appear on the certificate(s). The signature(s) on those certificate(s) or
power(s) must be guaranteed by an Eligible Institution.
If the UPC Shares deposited with a Letter of Transmittal are held of record
by two or more joint owners, all those owners must sign the Letter of
Transmittal.
If any deposited UPC Shares are registered in different names or variations
of a name, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If the Letter of Transmittal or any certificates or powers are signed by a
trustee, executor, administrator, guardian, attorney-in-fact, agent, officer
or a corporation or any other person acting in a fiduciary or representative
capacity, those persons should so indicate when signing and submit proper
evidence satisfactory to the Depositary of their authority to so act. The
Depositary, at their discretion, may require additional evidence of
authority or additional documentation.
6. Additional Copies and Information
Additional copies of the Letter of Transmittal may be obtained from the
Depositary at the address set out below. Any questions and requests for
assistance may be directed by holders of UPC Shares to the Depositary at
its offices listed below.
Offices of the Depositary
Valiant Trust Company
Telephone: 403-233-2801
Toll Free (Canada): 1-866-313-1872
Fax: 403-233-2857
Web Site: www.valianttrust.com
Email: inquiries@valianttrust.com
By Hand, Courier or Registered Mail
Valiant Trust Company
Suite 310, 606 - 4th Street S.W.
Calgary, Alberta
T2P 1T1
Attention: Reorganization Department
Any questions and requests for assistance may be directed by UPC
Shareholders to the Depositary at the telephone numbers, email address and
locations set out above.
Grafico Azioni Titan Uranium Inc. (TSXV:TUE)
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