· Your vote is important no matter how many votes you hold.
· The Board of Directors of LUR unanimously recommends that Shareholders vote FOR the Arrangement Resolution.
Latitude Uranium Inc. (“Latitude Uranium”, “LUR” or the “Company”) (CSE: LUR, OTCQB: LURAF, FRA: EI1) - https://www.commodity-tv.com/ondemand/companies/profil/latitude-uranium-inc/ - is pleased to announce that Glass Lewis & Co. (“Glass Lewis”), an independent proxy advisory firm, has recommended that Latitude Uranium shareholders (“Shareholders”) vote “FOR” the resolution (the "Arrangement Resolution”) to approve the previously announced arrangement (the “Arrangement”) involving the Company and ATHA Energy Corp. (“ATHA”) at the upcoming Special Meeting of Shareholders (the “Meeting”) to be held on Tuesday, February 27, 2024 at 10:00 a.m. (Toronto time).
John Jentz, Chief Executive Officer of Latitude Uranium, commented, “Having recently received a positive recommendation from ISS, we are pleased that Glass Lewis also supports the Board’s unanimous recommendation that shareholders vote “FOR” the Arrangement Resolution. We look forward to completing the Arrangement and encourage all LUR shareholders to follow the recommendations of ISS, Glass Lewis and LUR’s Board of Directors to vote “FOR” the Arrangement Resolution.”
In its report, Glass Lewis commented, among other things, that:
“Strategically, the Proposed Arrangement, the 92E Scheme and the Concurrent Financing (together, the “Transactions”) would bring together three firms that primarily hold interests in exploration-stage uranium mining assets throughout Canada, which should result in the formation of a combined company with greater scale and a stronger balance sheet.”
“We see that the merger exchange ratio of the Proposed Arrangement (0.2769 ATHA shares per LUR share) implies an unaffected one-day premium of 56.1%, which ranks in the 77th percentile of the range of premiums observed in the aforementioned transaction set. Further, we calculate that the merger exchange ratio implies premiums to LUR shareholders of approximately 50.8%, 42.2% and 44.4% based on the volume-weighted average closing prices of LUR and ATHA for the unaffected one-, three- and six-month periods ended December 6, 2023, respectively, each of which also compare favorably to the range of premiums observed in the transaction set.”
Vote Today
Shareholders are reminded that the deadline to vote is fast approaching. Shareholders must submit their proxies before 10:00 am (Toronto Time) on Friday, February 23, 2024.
The Board of Directors of Latitude Uranium recommends that Shareholders vote FOR the Arrangement Resolution
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
Special Meeting Details
The Meeting will be held online at meetnow.global/MPUJSW6 on February 27, 2024 at 10:00 a.m. (Toronto time). Shareholders of record as of January 22, 2024 are eligible to vote at the Meeting.
Please visit the Special Meeting page on our website for complete details and links to all relevant documents ahead of the Meeting at https://latitudeuranium.com/investors/special-meeting/.
Questions & Voting
If you have questions about the Meeting matters or require voting assistance please contact Latitude Uranium‘s proxy solicitation agent, Laurel Hill Advisory Group at:
Laurel Hill Advisory Group
Toll Free: 1-877-452-7184 (for shareholders in North America)
International: +1-416-304-0211 (for shareholders outside Canada and the U.S.)
Email: assistance@laurelhill.com
About Latitude Uranium Inc.
Latitude Uranium is exploring and developing two district-scale uranium projects in Canada. Our primary focus is expanding the resource base at Angilak, which ranks amongst the highest-grade uranium deposits globally, outside of the Athabasca. Additionally, we are advancing the CMB Project, situated in the prolific Central Mineral Belt in central Labrador adjacent to the Michelin Deposit, with numerous occurrences of uranium, copper and potential IOCG style mineralization.
For further information, please contact:
Latitude Uranium Inc.
John Jentz
CEO
jjentz@latitudeuranium.com
In Europe:
Swiss Resource Capital AG
Jochen Staiger & Marc Ollinger
info@resource-capital.ch
www.resource-capital.ch
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
None of the securities to be issued pursuant to the Transactions have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Transactions are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. These forward-looking statements or information may relate to the Arrangement, the Meeting and the Company’s ongoing business plan, exploration and work program.
Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management of Latitude Uranium at the time, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Such assumptions include, but are not limited to, assumptions regarding the completion of the Arrangement, including receipt of required shareholder, regulatory, court and stock exchange approvals, the ability of Latitude Uranium and ATHA to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, other expectations and assumptions concerning the Arrangement, and that general business and economic conditions will not change in a material adverse manner. Although Latitude Uranium has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
Such statements represent the current views of Latitude Uranium with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Latitude Uranium, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Risks and uncertainties include, but are not limited to the following: inability of Latitude Uranium and ATHA to complete the Arrangement, a material adverse change in the timing of any completion and the terms and conditions upon which the Arrangement is completed; inability to satisfy or waive all conditions to closing the Arrangement as set out in the Arrangement Agreement; the Latitude Shareholders or ATHA Shareholders not approving the Arrangement; the CSE not providing approval to the Arrangement and all required matters related thereto; the inability of the Company to realize the benefits anticipated from the Arrangement and the timing to realize such benefits; unanticipated changes in market price for Latitude Shares and/or ATHA Shares; changes to Latitude Uranium’s and/or ATHA’s current and future business plans and the strategic alternatives available thereto; treatment of the Arrangement under applicable competition laws and the Investment Canada Act; regulatory determinations and delays; any impacts of COVID-19 on the business of the Company and the ability to advance the Company’s projects; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada and other jurisdictions where the applicable party conducts business. Other factors which could materially affect such forward-looking information are described in the risk factors in Latitude Uranium’s most recent annual information form, the Circular and other filings with the Canadian securities regulators which are available under LUR’s profile on SEDAR+ at www.sedarplus.ca. Latitude Uranium does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
