Alpha Minerals Inc. (TSXV:AMW) and Fission Uranium Corp. (TSXV:FCU) signed a non-binding letter of intent whereby Fission has proposed to acquire Alpha and its 50% interest in the Patterson Lake South joint venture. Under the LOI, Fission has agreed to offer shareholders of Alpha 5.725 shares of Fission for each Alpha share held by them, representing a 14.5% premium to the unaffected share prices of Alpha and Fission on August 23, 2013, the date prior to Fission’s initial proposal, and an 11.0% premium to the closing prices on August 30, 2013. The Proposed Transaction is expected to be completed in November 2013 or such later date as the parties may agree.
As quoted in the press release:
Fission and Alpha expect the Proposed Transaction will be implemented by way of plan of arrangement. Alpha shall have the right to appoint two directors to a five-person board of Fission. Pursuant to the terms of the LOI, the completion of the Proposed Transaction is conditional upon a number of items, including, without limitation, the negotiation and entering into of a binding definitive agreement, approval of the shareholders of both Alpha and Fission, receipt of all necessary regulatory and court approvals and completion of satisfactory due diligence by both parties. Alpha has agreed to an exclusivity period for up to 10 days during which it will not solicit or initiate enquiries or participate in any discussions or negotiations relating to any other acquisition proposals, or issue any equity-like securities.
Alpha Minerals Inc. President and CEO Benjamin Ainsworth said:
Our Board of Directors is pleased by the unification of this exploration project. Alpha and Fission have advanced Patterson Lake South in less than one year from initial discovery on November 3, 2012 to the continuing indications that it is one of the most significant uranium discoveries in the Athabasca Basin. We believe that with the consolidation, the project will provide further benefits to our shareholders. Also, the creation of a new company will offer our shareholders upside potential from the technologies used at PLS in the exploration of other properties in Alpha’s portfolio.