BAYSWATER URANIUM CORPORATION
NEWS RELEASE
Bayswater Signs Arrangement Agreement with Kilgore
Vancouver, BC, June 7, 2007 ─ Bayswater Uranium Corporation
(TSX-V:
BAY) is
pleased to report that its due diligence review is now complete with respect to
the proposed merger with
Kilgore Minerals Ltd. (TSX-V: KAU), as announced March
20, 2007, and the parties have executed a definitive Arrangement Agreement for
the purposes of completing a plan of Arrangement under the
Business
Corporations Act (British Columbia) (the "Arrangement").
As a result of Bayswater�s due diligence review and valuation
of Kilgore, the parties have agreed to a share split of the issued and
outstanding capital of Kilgore on a 1 old Kilgore share for 1.25 new Kilgore
shares basis, immediately prior to the completion of the merger transaction to
acknowledge a revision to the valuation of Kilgore and its assets.
In order to make the transaction more efficient from a taxation
perspective, pursuant to the Arrangement, Bayswater will amalgamate with a
wholly owned subsidiary of Kilgore and all of the securityholders of Bayswater
will exchange their Bayswater securities for post-share split securities of
Kilgore (the "Share Exchange"). The Share Exchange will be conducted such that
for each one share or convertible security of Bayswater held, a Bayswater
securityholder will receive one post share split common share or convertible
security of Kilgore. Kilgore will change its name to �Bayswater Uranium
Corporation� and all of its existing directors and management will resign in
favor of directors and management of Bayswater. Bayswater shareholders will
control approximately 76% of the issued and outstanding securities of the new
Bayswater.
The companies anticipate the Arrangement will be completed in
late July following receipt of shareholder approval at the special meetings of
shareholders of each company scheduled for July 16, 2007 and approval of the
Arrangement by the British Columbia Supreme Court as required by the terms of
the Arrangement. At the meetings, shareholders will be asked to approve the
terms of the Arrangement as described in a Joint Information Circular to be
mailed to shareholders in the third week of June. The transaction is subject to
the approval of the TSX Venture Exchange.
The new company will be a well-positioned small-cap uranium explorer with the
following assets and attributes:
- A dominant landholder in the three most important uranium exploration and
development areas in Canada�the world�s leading uranium producer�located in
the Central Mineral Belt, Labrador; Thelon Basin, NWT/NU; and the Athabasca
Basin, Saskatchewan; along with applications for a large land position in
Niger, West Africa�one of the world�s leading uranium producing countries.
- An important landholder with substantial historical uranium resources, non
compliant with NI 43-101 standards, with potential for additional resources
along the north rim of the Powder River Basin in Wyoming and Montana�host to
several mined and undeveloped uranium roll-front type uranium deposits;
- The holder of two unconsolidated channel deposits with historical uranium
resources, non compliant with NI 43-101 standards, in Nevada and California
with potential for discovery of additional resources;
- Able to undertake the steps necessary to effect potential near term
production from some of the uranium assets;
- Better able to create, develop and deliver value for shareholders in view
of the strengthened uranium asset base through the combined experience and
ability of the management team; and
- Attractive to institutional investors by providing greater share
liquidity, a larger market capitalization, and a large, highly prospective,
diverse property base.
About Bayswater Uranium Corporation - The Super
JuniorTM Uranium Company
As the only uranium explorer to have major landholdings in each
of Canada's most important producing and exploration regions � the Athabasca
Basin, the Central Mineral Belt, and the Thelon Basin � Bayswater Uranium Corp.
is well positioned to be a market leader in uranium exploration. Bayswater
combines the uranium expertise of its technical and managerial teams with a
large, highly prospective and diverse property base. The result is a Super
JuniorTM Uranium Company with the share liquidity and market
capitalization to provide value to both the retail and institutional investor.
For further information visit www.bayswateruranium.com.
On behalf of the Board of:
BAYSWATER URANIUM CORPORATION
George M. Leary
President
For further information contact:
John Gomez
Manager, Investor Relations
Telephone: (604) 687-2153
"Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and disinterested Shareholder
approval. The transaction cannot close until the required Shareholder approval
is obtained. There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of Bayswater Uranium Corporation and Kilgore Minerals
Ltd. should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor disapproved the contents of this press release."
Warning: The Company relies upon litigation protection for
"forward-looking" statements.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is
available.
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Bayswater Uranium Corp.
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EXPLORATION STAGE |
CODE : BAY.V |
ISIN : CA0731731067 |
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ProfileMarket IndicatorsVALUE : Projects & res.Press releasesAnnual reportRISK : Asset profileContact Cpy |
Bayswater is a uranium exploration company based in Canada. Bayswater holds various exploration projects in Canada and in Mali. Its main exploration properties are AVOCA in Ireland, NORTH THELON, SOUTH THELON, ALZADA, JUNIPER PROPERTY, MOUNTAIN WEST, BRUDELL LAKE, COLLINS BAY EXTENSION, COIN CANYON, VIKING (BAYSWATER), CENTRAL MINERAL BELT (BAYSWATER), TEJANA MESA, ANNA LAKE, RENO CREEK PROJECT, WISKER VALLEY and BOITEAU LAKE in Canada, NIGER in Niger and SAMIT in Mali. Bayswater is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 6.2 millions as of today (US$ 4.6 millions, € 4.2 millions). Its stock quote reached its highest recent level on December 31, 2007 at CA$ 2.47, and its lowest recent point on December 19, 2022 at CA$ 0.02. Bayswater has 59 520 000 shares outstanding. |