Alpha Minerals Inc. (TSXV:AMW) and Fission Uranium Corp. (TSXV:FCU) have signed a definitive agreement whereby Fission will acquire Alpha and its primary asset, a 50% interest in the Patterson Lake South joint venture, the other 50% of which is held by Fission.
As quoted in the press release:
Under the terms of the Arrangement Agreement, Fission has agreed to offer shareholders of Alpha 5.725 shares of Fission and a cash payment of $0.0001 for each Alpha share held by them. The offer represents a 14.5% premium to the unaffected share prices of Alpha and Fission on August 23, 2013, the last trading day prior to the announcement of Fission’s initial proposal to Alpha, and an 11% premium based on the closing prices on August 30, 2013, the last trading day prior to the announcement of the proposed Transaction.
Additionally, Alpha shareholders will receive all of the common shares of a new company (“Alpha Spinco”) which will be spun out from Alpha and hold all of Alpha’s non-cash assets and obligations other than Alpha’s interest in the PLS Joint Venture. Similarly, the current shareholders of Fission will receive all of the common shares of a new company (“Fission Spinco”) which will be spun out from Fission and hold all of Fission’s non-cash assets and obligations other than Fission’s interest in the PLS Joint Venture and certain related assets. Under the terms of the Arrangement Agreement, each of Alpha Spinco and Fission Spinco will receive approximately $3 million in cash to fund future operations.
Alpha Minerals President and CEO, Ben Ainsworth, said:
It has been a rewarding experience for Alpha’s team to have contributed to the discovery and early development of what is currently the most exciting uranium exploration project in the world. We look forward to the continued success of Fission’s work at Patterson Lake South, building further value for Alpha’s shareholders as this exceptional deposit reveals its economic potential.