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Okay there was one thread with one post from 2005...so I did not use it...
U.S. Energy Corp. and sxr Uranium One Sign Definitive Agreement Friday February 23, 9:15 am ET U.S. Energy and Crested Corp. to Receive 6.6 Million Uranium One Shares and Additional Consideration for Sale of Uranium Properties
RIVERTON, Wyo., Feb. 23 /PRNewswire-FirstCall/ -- U.S. Energy Corp. (Nasdaq: USEG - News) and Crested Corp. (OTC Bulletin Board: CBAG - News), natural resource exploration and development companies, today announced the signing of a definitive Asset Purchase Agreement ("APA") for the sale of their uranium assets to sxr Uranium One Inc. (Toronto and Johannesburg Stock Exchange: SXR), in accordance with an Exclusivity Agreement announced July 10, 2006. Uranium One shares closed at a price of $17.68 on the Toronto Stock Exchange on February 22, 2007 (equivalent to approximately $15.22 per share in U.S. Dollars). ADVERTISEMENT
Subject to satisfaction of customary closing conditions, approval by the Toronto Stock Exchange, regulatory approval of the transfer of the radioactive material license related to the Shootaring Canyon Uranium Mill and receipt of a favorable Exon-Florio ruling, closing is anticipated to occur on or before April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of all closing conditions.
"We are very pleased to announce the signing of this definitive agreement with Uranium One," stated Keith Larsen, Chairman and Chief Executive Officer of U.S. Energy Corp. "The sale of our uranium properties in the United States represents a milestone accomplishment for our Company and management's shareholder value enhancement strategy."
"We look forward to having U.S. Energy as a shareholder," commented Neal Froneman, Chief Executive Officer of sxr Uranium One Inc. "Upon completion of the asset purchase transaction, Uranium One will be well-positioned to realize its potential as a globally diversified uranium producer with properties in South Africa, Australia, the United States and Canada."
"Through our shareholding in Uranium One, U.S. Energy Corp. shareholders will be able to participate in the bright future that we envision for the uranium industry," stated Mark Larsen, President and Chief Operating Officer of U.S. Energy Corp. "In addition, the cash received from the asset sale, along with an expected reduction in our post-sale operating expenses, should bolster the resources available for U.S. Energy Corp. to pursue strategic opportunities in the future."
While additional details of the definitive APA are provided in the Form 8-K filed with the Securities and Exchange Commission on February 23, 2007 (and we urge you to read the 8-K), the primary consideration to be paid to U.S. Energy Corp., for itself and as agent for Crested Corp. and various subsidiary companies, will include the following:
* $750,000 cash (paid in advance on July 13, 2006);
* 6,607,605 sxr Uranium One common shares, at closing;
* Approximately $5 million at closing, as a payment in accordance with a revised agreement between U.S. Energy Corp., Crested Corp., and Uranium Power Corp. ("UPC") that grants U.S. Energy Corp. and Crested Corp. the right to transfer certain UPC agreements, including the right to receive all payments thereunder ($4.1 million cash plus 1.5 million UPC common shares) to Uranium One; and
* Approximately $1.3 million to reimburse U.S. Energy Corp. and Crested Corp. for certain expenditures from July 10, 2006 to the date of the APA related to the assets being sold.
Additional consideration, if and when certain events occur, will include:
* $20 million cash when commercial production occurs at the Shootaring Canyon Uranium Mill;
* $7.5 million cash on the first delivery to the Mill following commercial production of mineralized material from any of the claims being sold to Uranium One under the APA; and
* From and after the date commercial production occurs at the Shootaring Canyon Mill, a 5% production payment royalty up to but not more than $12.5 million.
Uranium One will assume certain specific liabilities associated with the assets to be sold, including future reclamation liabilities associated with the Shootaring Canyon Mill and the Sheep Mountain uranium properties. Subject to regulatory approval of replacement bonds issued by a Uranium One subsidiary as the responsible party, U.S. Energy Corp.'s cash bonds in the approximate amount of $7.0 million will also be released and the cash returned to U.S. Energy Corp. by the regulatory authorities.
U.S. Energy Corp.'s and Crested Corp.'s joint venture holds a 4% net profits interest on Rio Tinto's Jackpot uranium property located on Green Mountain in Wyoming. This interest is not included in the APA.
The APA also provides that U.S. Energy Corp. and Crested Corp. and Uranium One will enter into a strategic alliance agreement at closing under which, for a period of two years, Uranium One will have the first opportunity to earn into or fund uranium property interests which may in the future be owned or acquired by U.S. Energy Corp. and Crested Corp. outside the five mile area surrounding the purchased properties. Keith Larsen further stated, "We believe that our strategic alliance with sxr Uranium One will lead to further opportunities that will enhance shareholder value for both U.S. Energy Corp. and Uranium One."
Disclosure Regarding Mineral Resources Under SEC and Canadian Regulations; and Forward-Looking Statements
USE and Crested (the "Company") own or may come to own stock in companies which are traded on foreign exchanges, and may have agreements with some of these companies to acquire and/or develop the Company's mineral properties. Examples of these other companies are Sutter Gold Mining Inc., Uranium Power Corp., sxr Uranium One, and Kobex Resources Ltd. These other companies are subject to the reporting requirements of other jurisdictions.
United States residents are cautioned that some of the information available about our mineral properties, which is reported by the other companies in foreign jurisdictions, may be materially different from what the Company is permitted to disclose in the United States.
This news release includes statements which may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect," or similar expressions. These statements are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, future trends in mineral prices, the availability of capital, competitive factors, and other risks. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revision or changes after the date of this release.
For further information on the differences between the reporting limitations of the United States, compared to reports filed in foreign jurisdictions, and also concerning forward-looking statements, please see the Company's Form 10-K ("Disclosure Regarding Forward-Looking Statements"; "Disclosure Regarding Mineral Resources under SEC and Canadian Regulation,"; and "Risk Factors"); and similar disclosures in the Company's Forms 10-Q.
-------------------------------------------------------------------------------- Source: U.S. Energy Corp.
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Yep...I am beginning not to believe the crap about lunch time lulls anymore. That was true when I first started, but now it seems to be a good time for runs on the ones I watch/play...
-------------------- Study before you buy, Sell before you think about it....
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