Valore Enters into Definitive Agreement to Sell 100% Interest IN Angilak Property to Labrador Uranium
VALORE ENTERS INTO DEFINITIVE AGREEMENT TO SELL 100% INTEREST IN ANGILAK
PROPERTY TO LABRADOR URANIUM
Vancouver, British Columbia, March 14, 2023 – ValOre Metals Corp. TSX‐V: VO; OTCQB: KVLQF;
Frankfurt: KEQ0 , (“ValOre” or the “ Company”) to day announced that it has entered into a definitive
agreement (the “Definitive Agreement”) with Labrador Uranium Inc. (“Labrador”) whereby ValOre has
agreed to sell to Labrador (the “Transaction”) a 100% interest in ValOre’s Angilak Property uranium project
in Nunavut Territory (the “Angilak Property”) for consideration comprised of: (i) CDN$3,000,000 in cash,
and (ii) 100,000,000 common shares of Labrador, which shares represent a value of CDN $40,000,000,
calculated using the volume weighted average price of the Labrador common shares for the 10-day period
immediately prior to entering into the aforementioned Definitive Agreement . It is intended that the
Transaction be completed by way of plan of arrangement (the “Arrangement”) under the provisions of the
Business Corporations Act (British Columbia). The 100,000,000 common shares of Labrador issued to
ValOre as consideration for the Angilak Property will be distributed, pro rata, to the shareholders of ValOre
at closing of the Transaction, as a return of capital.
As a condition to closing of the Transaction, Labrador will complete a subscription receipt financing (the
(“Labrador Financing”) on a “bought deal basis” of a combination of flow through funds ( at between
CDN$0.42 and CDN$0.525 per subscription recei pt) and non flow through funds (at CDN $0.35 per
subscription receipt) for gross proceeds of not less than CDN$12 million, with a minimum of CDN$4 million
of such funds being raised on a non flow through basis. Upon closing of the Transaction, the subscription
receipts will convert to units of Labrador. In the case of flow through funds, the units will consist of a one
common share and a one-half of a common share purchase warrant exercisable at CDN$0.50 for a period
of three years and in the case of non flow through funds, the units will consist of a one common share and
a one full three year common share purchase warrant exercisable at CDN$0.50 per share for a period of
three years. All securities of Labrador issued pursuant to the Labrador Financing will have a statutory hold
period of four (4) months plus one day from the date of issuance of the subscription receipts. The common
shares of Labrador issued as consideration for the Angilak Property to be distributed to ValOre shareholders
will be subject to a hold period expiring on the same date as the shares of Labrador issued upon conversion
of the subscription receipts.
Completion of the Transaction is subject to a number of conditions, including but not limited to: (i) the
approval of all regulatory bodies having jurisdiction in connection with the Transaction (including approval
of the TSX Venture Exchange and the Canadian Securities Exchange ); (ii) completion of the Labrador
Financing; (iii) approval of not less than 2/3 of shareholders of ValOre to be voted at a special meeting of
ValOre shareholders ; (iv) receipt of interim and final orders of the Supreme Court of British Columbia
approving the Arrangement; and (iv) satisfaction of other closing conditions customary in a transaction of
this nature. There can be no assurance that the Transaction will be completed as proposed or at all.
The Transaction has been unanimously approved by the Board of Directors of ValOre and is expected to
close in the second quarter of 2023 subject to and following the satisfaction of the conditions precedent to
the Transaction as mentioned above. The Company’s Board of Directors and senior officers, collectively
owning approximately 19.5% of the outstanding common shares of ValOre, have entered into voting support
agreements to support the Transaction.
Canaccord Genuity Corp. has provided a fairness opinion to the Board of Directors of the Company, stating
that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and
qualifications stated in such opinion, the consideration to be paid under the Arrangement is fair, from a
financial point of view, to the Company. The full text of the fairness opinion, which describes, among other
things, the assumptions made, procedures followed, factors considered and limitations and qualifications
on the review undertaken, and the terms and conditions of the Transaction, will be included in the
management information circular (the “ Information Circular ”) of the Company for the upcoming
shareholder meeting.
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The above summary description of the Transaction is qualified in entirety by the full text of the Definitive
Agreement, as well as the full text of the Information Circular to be delivered to the shareholders of ValOre,
both of which will be available under ValOre’s SEDAR p rofile at www.sedar.com . Prospectus level
disclosure of Labrador, including the Angilak Property, will be provided in the Information Circular. Further
details as to timing of delivery of material to shareholders and expected closing of the Transaction will be
provided shortly.
As a means of funding exploration on the Angilak Property immediately, pending completion of the
Transaction during the current field season, ValOre and Labrador have entered into an earn-in agreement
under which Labrador has the option to earn up to a 10% interest in the Angilak Property by financing
mineral exploration expenditures in the aggregate amount of up to $3.5- million on or before the first
anniversary of the earn-in agreement. On closing of the Transaction, the earn-in agreement will effectively
be assigned to and assumed by Labrador such that it will have 100% of the Angilak Property.
Jim Paterson, CEO of ValOre stated, “We are delighted to provide ValOre shareholders with a major
ownership position in Labrador Uranium, which boasts a leadership team with a track record of success in
the global uranium sector and significant capital markets strength. Labrador will be well funded and focused
on rapidly advancing the Angilak Property within a pure play Canadian uranium vehicle.”
ValOre Private Placement Financing
In addition to the above Transaction and Labrador Financing, ValOre intends to complete a private
placement financing for aggregate proceeds of up to CDN$5,000,000 (the “ ValOre Private Placement
Financing”) prior to the closing of the Transaction, with subscribers being eligible to receive their pro-rata
share of the Labrador shares to be distributed to ValOre shareholders. Details (including pricing) of the
ValOre Private Placement Financing will be disclosed in a future news release.
Advisor and Counsel
The Company has retained Canaccord Genuity Corp. as financial advisor. Farris LLP is acting as legal
counsel to the Company.
On behalf of the Board of Directors,
“Jim Paterson”
James R. Paterson, Chairman and CEO ValOre Metals Corp.
For further information about ValOre Metals Corp., or this news release, please visit our website at
www.valoremetals.com or contact Investor Relations at 604-653-9464, or by email at
ValOre Metals Corp. is a proud member of Discovery Group. For more information please visit:
http://www.discoverygroup.ca/.
Neither the 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.
Forward Looking Information
Certain statements and information herein contain forward -looking statements and forward-looking
information (collectively, “forward- looking statements”) within the meaning of applicable securities laws.
Such forward-looking statements include but are not limited to statements or information with respect to:
the proposed Transaction, the Labrador Financing and the ValOre Private Placement Financing (including
required approvals).
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Although management of the Company believe that the assumptions made and the expectations
represented by such forward-looking statements are reasonable, there can be no assurance that forward-
looking statements will prove to be accurate. Forward -looking statements by their nature are based on
assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual
results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward- looking statements or information. T hese factors
include, but are not limited to: the Transaction, the Labrador Financing and ValOre Private Placement
Financing may not close on the terms set forth herein, or at all; risks relating to the receipt of all requisite
approvals for the proposed Transaction, Labrador Financing and the ValOre Private Placement Financing;
changes in general economic conditions or conditions in the financial markets; and risks related to general
economic conditions.
The Company does not undertake to update any forward -looking information, except in accordance with
applicable laws.