CAT Strategic Metals Announces Plan to Spin Off South Preston Uranium Project into Newly Formed Publicly Traded Company
1010 –789 West Pender Street, Vancouver, BC V6C 1H2
NEWS RELEASE
CAT STRATEGIC METALS ANNOUNCES PLAN TO SPIN OFF SOUTH PRESTON
URANIUM PROJECT INTO NEWLY FORMED PUBLICLY TRADED COMPANY
VANCOUVER, BC June 6, 2023 - CAT Strategic Metals Corporation (CSE: CAT, OTC: CATTF, FRA:
8CH) (“CAT” or the "Company") announces that the Board of Directors has approved a plan to pursue
a tax-free spin-off of its South Preston Uranium Project, located in Canad a’s prolific Athabasca Basin,
into a separate publicly traded entity. This move is aimed at strengthening the Company’s strategic and
operational focus, capitalizing on growth opportunities, and unlocking shareholder value. Both
companies expect to maintain a strong strategic relationship , preserving a key value proposition for
shareholders of both companies . It is anticipated that the spin -off will be completed by the end of the
third quarter of the current fiscal year. The date to determine the Shareholders of Record who will be
eligible to participate in the issuance of shares by the newly formed company has not been determined
as yet but will be announced in the near future.
Spin-Off Overview
CAT’s board and management team determined, as part of the Company’s ongoing strategic review of
its portfolio, that a spin -off of its S outh Preston Uranium Project – tentatively to be named Uranium
Investments Corp. (“UIC”) – provides the best path to enhance shareholder value; including by:
• Distributing 100% of all UIC shares to CAT’s shareholders . On the record date, every
shareholder who owns CAT stock will receive free shares of UIC on an anticipated 1-for-1 basis.
This means that for every CAT share owned on the record date, the shareholder will receive one
new UIC share without further payment;
• Enhancing strategic and operational focus to capitalize on growth within each company’s mineral
exploration and development vertical;
• Aligning capital allocation and capital structures with long term growth targets and market
demands, including enhanced opportunities for mergers and acquisitions;
Robert Rosner, CAT’s Chairman and CEO, stated; “Our management and board have determined that
the spin-off of South Preston into UIC will generate value for shareholders by improving performance
and simplifying operational management for both companies. We have great confidence that now is the
opportune time for this given the current conditions in the marketplace. The uranium industry, particularly
in Canada, is experiencing rapid growth, demanding increased attention for development and a different
capital allocation strategy for each company . This promising spin -off will create two publicly traded
companies, each with its own potential.”
Transaction Details
Through this transaction, CAT shareholders are expected to receive a pro rata distribution of shares of
UIC stock, which is intended, subject to confirmation by CAT’s legal and tax advisors, to be tax-free for
both CAT and its shareholders with respect to Canadian income tax purposes . The exact number of
shares to be distributed to CAT Shareholders of Record will be determined prior to closing, along with
the specific transaction structure. Current plans aim for a 1-for-1 share distribution, whereby each CAT
1010 –789 West Pender Street, Vancouver, BC V6C 1H2
shareholder will receive on e new UIC share for each CAT share owned on the record date , which is
expected to be announced in the coming weeks, with the completed transaction anticipated to occur by
the end of the third quarter, or early in the fourth quarter.
CAT is dedicated to optimizing strong capital allocation strategies for each of its projects, in line with
their respective long-term goals. Further details pertaining to the transaction, such as each companies’
respective capital structures and capital requirements, governance, and other elements, will be
announced at the appropriate time.
Although CAT expects to complete the spin-off within the aforementioned time frame, this transaction is
subject to all customary conditions including the final approval of the CAT Board of Directors, receipt of
a tax opinion, the filing and ef fectiveness of disclosure stat ements, and obtaining all necessary
regulatory approvals.
South Preston Uranium Project
Subsequent to the spin-off, exploration activities on the property are expected to significantly increase,
as historical and recent exploration in the surrounding area have outlined very promising features. So
far, all geophysical survey results are very encouraging. The exploration activities to date have
confirmed the location of a major conductive zone beneath a drainage system that follows a very strong
NE-trending structural lineament. Similar lineaments are closely associated with uranium deposits in
much of the Athabasca Basin, and management‘s view of the uranium potential of the CAT project is
very high.
For example, airborne geophysical surveying identified areas of high background radioactivity in western
areas of the property and NE -striking conductors were located to the north and trending towards the
CAT property. On-going exploration by Azincourt Energy Corp. ("Azincourt") has identified conductive
corridors which have recently been drilled and have been shown to contain sheared, graphitic basement
rocks that are commonly the host for significant uranium deposits elsewhere in the Athabasca
Basin. CAT's airborne EM and mag survey in the ‘Western Block' identified a series of NE -trending
conductors, some of which appear to be continuous with the graphitic conductors currently being drilled
by Azincourt on its adjacent property to the north. Another zone of interest surveyed as the ‘Eastern
Block' is located in the general vicinity of surface uranium mineralization reported by Denison Mines in
1970. Results from the biogeochemical sampling in all analyzed CAT areas were extremely encouraging
with uranium values reported to be 187 ppm with a mean value of 7.9 ppm and a median of 3.27 ppm.
Taken together, CAT believes that the results of the airborne EM survey and biogeochemical data
provide strong evidence of significant uranium -bearing fluids moving along NE -trending conductive
corridors and being concentrated in spruce and jackpine twigs via their root systems. The magnitude of
the uranium anomalies significantly exceeds background levels as reported by Dunn (2007), and
approaches the levels detected over major uranium deposits in the Athabasca Basin such as Key Lake.
While the source of the uranium on the CAT property may not be directly below the anomalies, the
Company believes the anomalies are well defined and should indicate a local source. If the source was
from glacially transported till, one would expect broader and lower amplitude anomalies. The
geochemical uranium anomalies are sufficiently high and spatially constrained to justify additional
exploration. CAT's South Preston Uranium Project s hares ~50km of contiguous claim border with
Azincourt which reported uranium enrichment within previously identified alteration zones. Azincourt has
reported very positive results from various exploration activities, including drilling, and CAT is particularly
encouraged by the results of the recent drilling that occurred in Azincourt's G-Zone, which is quite close
to the border of CAT's claim block.
Conclusion
CAT's management and board express great confidence that t his announcement will advance CAT's
objective of maximizing performance and returns, while also enhancing the satisfaction of our
1010 –789 West Pender Street, Vancouver, BC V6C 1H2
shareholders. ”By creating two focused, agile companies that can pursue tailored strategies aligned with
specific long-term growth opportunities, we believe that both companies will experience rapid growth in
their own right. As separate public companies with a commercial relationship, we are confident that we
can deliver a superior outcome. Specifically, the spin-off of South Preston will enable UIC to develop a
strong investment -grade uranium property, while CAT can invest more aggressively for growth ,
particularly when it comes to the Gold Jackpot property in Nevada . We believe that this approach will
position us best to drive further drill programs and large expl oration initiatives, ultimately delivering the
most promising results and best possible outcomes, benefiting our stakeholders and shareholders,“
stated Robert Rosner, CAT's Chairman and CEO.
While CAT intends to complete the spin -off on its desired timeta ble, there can be no guarantee that it
will occur within the anticipated timeframe, due to regulatory, or other, necessary outside requirements
attendant to completion of the transaction.
Investor Conference Call
CAT intends to sponsor a live conference call with the investment community to discuss the proposed
spin-off, and will provide details to access and join this call once certain preliminary requirements have
been met. This will be announced in a news release at the appropriate time.
Mr. Albert (Al) Workman , P.Geo., Senior Associate of Watts, Griffis and McOuat Ltd. is the Qualified
Person, as defined under NI 43-101, who has reviewed and approved the technical contents of this
news release. He is also a Member of the Association of Professional Engineers and Geoscientists of
Saskatchewan (“APEGS”) as well as being a Member of the Professional Geoscientists of Ontario , a
Fellow of the Society of Economic Geologists and a Fellow of the AusIMM.
About CAT Strategic Metals Corporation (CAT)
CAT Strategic Metals' corporate strategy, as reflected in its overall Mission Statement, is to source,
identify, acquire and advance property interests located in mineral districts proven to have world -class
potential, primarily for gold and copper. In addition to the priority South Preston Uranium Project, CAT
is focused on advancing the Burntland Project located northeast of St. Quentin in the Restigouche
County, New Brunswick, Canada, directed at the exploration and development of several Skarn-hosted
copper-silver, gold targets and the Gold Jackpot strategic metals property located NE of Elko, Nevada,
in the Pequop gold -copper-lithium trend with multiple targets for gold -silver, copper, tellurium , and
potential lithium. CAT's shares trade on the Canadian Securities Exchange (CSE) under the trading
symbol "CAT", and on the Frankfurt Stock Exchange under the symbol "8CH".
ON BEHALF OF THE BOARD
Robert Rosner
Chairman, President & CEO
Further information regarding the Com pany can be found on SEDAR at www.SEDAR.com, by visiting
the Company's website www.catstrategic.com or by contacting the Company directly at (604) 674-3145.
Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in
policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of
this release.
We seek safe harbour.