Vela Minerals to Acquire Standard Uranium and Davidson River Property
VELA MINERALS LTD.
Suite 2200, 885 West Georgia Street
Vancouver, British Columbia
V6C 3E8
NEWS RELEASE
VELA MINERALS TO ACQUIRE STANDARD URANIUM
AND DAVIDSON RIVER PROPERTY
April 19, 2018 – Vancouver, British Columbia – Vela Minerals Ltd. (the “Company”) is pleased
to announce that it has entered into a definitive share purchase agreement (the “Purchase
Agreement”), dated effective April 18, 2018, to acquire (the “Transaction”) all of the
outstanding share capital of Standard Uranium Ltd. (“Standard Uranium”). Standard Uranium
is a mineral resource company based in Vancouver, British Columbia, and established under
the Canada Business Corporations Act.
Since its establishment, Standard Uranium has focused on the development of prospective
exploration stage uranium projects in the Athabasca Basin. Standard Uranium currently holds
the rights to acquire the Davidson River Project (the “Property”), which is presently owned by
Jody Dahrouge and 877384 Alberta Ltd. The Property is the largest private land holding in the
southwest part of the Athabasca Basin, Saskatchewan, comprising 65,000 acres. The Property
is highly prospective for basement hosted Uranium deposits, yet remains virtually unexplored
despite its proximity to recent high-grade Uranium discoveries. Standard Uranium has recently
completed geophysical work on the Property and is planning a further summer exploration
program.
Transaction
The Purchase Agreement was entered into with each of the shareholders of Standard Uranium
(collectively, the “Vendors”). Each of the Vendors and Standard Uranium are at arms’-length to
the Company, and no insiders of the Company hold any interest in Standard Uranium or the
Property. In consideration for the acquisition of the outstanding share capital of Standard
Uranium, the Company will issue 32,200,000 common shares (the “Consideration Shares ”)
and 10,000,000 common share purchase warrants (the “Consideration Warrants ”) to the
existing shareholders of Standard Uranium. In connection with completion of this Transaction,
the Company intends to change its name to “Standard Uranium Ltd.”
Completion of the Transaction is subject to a number of conditions, including the availability of
financing, and the approval of the TSX Venture Exchange (the “Exchange”). The Transaction
cannot be completed until these conditions are satisfied, and there can be no assurance that the
Transaction will be completed in a timely fashion, or at all. As part of its due diligence process,
and as required by the Exchange, the Company has commissioned a geological report on the
Property. Once completed, a copy of the geological report will be available for review under the
Company’s profile on SEDAR (www.sedar.com).
Pending completion of filings with the Exchange in connection with the Transaction, trading in
the Company’s common shares has been halted at the request of the Company. It is
anticipated that trading will remain halted until the Transaction has been completed. Following
completion of the Transaction, the Company anticipates that it will continue to be listed on the
Exchange as a Tier 2 Mining Issuer.
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Management Changes
In connection with completion of the Transaction, Jon Bey will join the Board of Directors of the
Company and will serve as Chief Executive Officer. Mr. Bey is currently the President and Chief
Executive Officer of Standard Uranium, and has significant experience in structuring and
financing transactions in the resource sector. Mr. Bey is a senior executive with more than
twelve years of resource sector and capital markets experience. He is Chairman of the Steel
Rose Group of companies, CEO of the investor relations firm Steel Rose Communications and
Chairman of Steel Rose Capital, a capital markets advisory firm. Following the appointment of
Mr. Bey, it is anticipated that Richard Grayston would remain with the Company and would
serve in the capacity of Chief Financial Officer.
Private Placement
In connection with the Transaction, the Company intends to conduct a non-brokered private
placement (the “Financing”) of up to 10,000,000 common shares (each, a “Share”) at a price of
$0.25 per Share. All securities to be issued by the Company pursuant to the Financing will be
subject to a four-month statutory hold period. The Company anticipates paying finders’ fees to
certain eligible parties who introduce subscribers to the Financing.
The proceeds of the Financing are intended to be used to advance exploration efforts on the
Property, and to satisfy working capital requirements of the Transaction.
For further information, contact Richard Grayston at [email protected].
On behalf of the Board,
Vela Minerals Ltd.
Richard Grayston, Chief Executive Officer
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance. The Transaction
cannot close until the required approvals are obtained, and the outstanding conditions are satisfied. There can be no
assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that 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 the Company 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. Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release,
the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar
words or expressions identify forward-looking statements or information. These forward-looking statements or
information may relate to anticipated financing activities, the process for completion of the Transaction, the proposed
activities of the Company following completion of the Transaction, regulatory or government requirements or
approvals necessary for completion of the Transaction, and other factors or information. Such statements represent
the Company’s current views with respect to future events and are necessarily based upon a number of assumptions
and estimates that, while considered reasonable by the Company, are inherently subject to significant business,
economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and
unknown, could cause results, performance or achievements to be materially different from the results, performance
or achievements that are or may be expressed or implied by such forward-looking statements. The Company does
not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect
changes in assumptions or changes in circumstances or any other events affections such statements and information
other than as required by applicable laws, rules and regulations.