Solex Resources Corp. Announces Proposed
Transaction to Acquire Cash and Shares From Homeland Uranium Inc. to Create a
Well Funded Uranium Exploration Company and Private Placement
March 2nd,
2010 ? Vancouver B.C.: Solex Resources Corp. (TSX-V:
SOX) (?Solex? or the ?Company?) and Homeland Uranium Inc. (?Homeland?) are
pleased to announce the signing of a Letter of Intent whereby Solex will
acquire from Homeland C$4.00 million in cash and approximately 7.619 million
common shares of Macusani Yellowcake Inc. (?Macusani?) as well as a right to
purchase the shares issuable if Homeland exercises up to approximately 4.57
million Macusani warrants (the ?Homeland Assets?).? As consideration for the Homeland Assets,
Solex will issue to Homeland approximately 81.65 million common shares of
Solex.? The terms of the proposed
transaction have been unanimously approved by both companies? Board of
Directors.? The parties are commencing
due diligence immediately and will negotiate a definitive agreement pending
completion of due diligence.
?The proposed transaction would result in a
well-funded uranium exploration company with a strategic property position in
the Macusani uranium district in Peru.
We believe that this strategic combination would yield increased value for all
shareholders,? said Nick Tintor, President and CEO
of Homeland.
?We believe this agreement would result in a well
funded exploration company and create shareholder value by the addition of new
technical expertise and strengthened leadership,? stated Jonathan Challis,
President of Solex.? ?We are confident
that the resulting company would be better positioned to advance the
development of our combined assets and would therefore, ultimately be more attractive
to a greater number of potential investors.?
Proposed
Transaction Highlights
- Major strategic & largest land position in the Macusani uranium
district in Peru.
- Strong balance sheet.
- A 12.7% interest in Macusani Yellowcake (YEL: TSXV).
- 100% owned mobile leach test laboratory.
- Portfolio of lead + zinc ? silver resource properties in Peru.
Proposed
Transaction Details
Pursuant to the Letter of Intent, the proposed
transaction is anticipated to be structured as a purchase by Solex of the
Homeland Assets. If the transaction proceeds, it would be subject to certain
standard conditions including shareholder approval and both companies would
plan to hold special meetings to approve the proposed transaction and related
matters before the end of May, 2010.? Solex
shareholders would also be asked to approve a possible share consolidation and
name change. The Proposed Transaction would also be conditional on obtaining
the agreement of Eldorado Gold Corporation on certain aspects of this
transaction.
If a definitive agreement is executed, senior officers
and members of the Board of Directors of Solex and Homeland have agreed to
support the Proposed Transaction and would enter into lockup agreements
comprising approximately 10% and 3% of Homeland and Solex? issued and
outstanding shares, respectively, at that time.?
Details of the offer would be included in a formal definitive agreement
and would be described in a Management Information Circular to be filed with
the regulatory authorities and mailed to Solex and Homeland shareholders in
accordance with applicable securities laws. Under certain circumstances if the
Proposed Transaction is not completed, a break fee of $250,000 may be payable
by Solex or a reverse break fee of $250,000 may be payable by Homeland Uranium.
If the Proposed Transaction is completed, the
resulting Board of Directors would comprise both Solex and Homeland nominees
with a representative of Homeland becoming the President and CEO,
and a representative of Solex becoming the Chairman.
Private
Placement
Homeland has agreed to arrange Tranche 1 of a private
placement of up to 6,250,000 units at C$0.08 for gross proceeds of C$500,000
(subject to approval by the TSX Venture Exchange) within 7 days of the
execution of the Letter of Intent.? Each
unit will consist of one common share and one full share purchase warrant.? Each full share purchase warrant entitles the
holder to purchase, for a period of 18 months from the closing of the private
placement, one common share at a price of C$0.15 per share.? Within 5 days of the completion of the
aforementioned private placement, Solex has the option to complete an
additional private placement (Tranche 2) of up to 3,125,000 units for gross
proceeds of C$250,000 on the same terms and conditions as Tranche 1.? The private placement is not conditional on
any aspect of the Proposed Transaction, and the Proposed Transaction is not
conditional on the completion of the private placement. The proceeds will be
used to advance the exploration and development of Solex?s uranium projects in
the Macusani Plateau region of Peru
and for general corporate purposes.
Advisors
??
Solex has engaged Haywood Securities Inc. as its
financial advisor and Ogilvy Renault LLP as its legal advisor. Homeland has
engaged Cassels Brock & Blackwell LLP as its legal advisor.
About Solex Resources Corp.
Solex Resources Corp. is the dominant landholder in southern Peru's
Macusani Uranium District with concessions covering over 904 km2.
The Company is also exploring its other 100% owned proximal Picotani
uranium project. NI 43-101 reports were filed during 2008 on the Princesa
silver, lead and zinc property and on the Pilunani lead and zinc project.
Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
This news
release may contain forward-looking statements that are based on Solex?
expectations, estimates and projections regarding its business and the economic
environment in which it operates. These statements are not guarantees of future
performance and involve risks and uncertainties that are difficult to control
or predict. Therefore, actual outcomes and results may differ materially from
those expressed in these forward-looking statements and readers should not
place undue reliance on such statements. Statements speak only as of the date
on which they are made, and the Company undertakes no obligation to update them
publicly to reflect new information or the occurrence of future events or
circumstances, unless otherwise required to do so by law.
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