Strathmore Minerals Corp.
TSX VENTURE : STM

Strathmore Minerals Corp.

December 09, 2009 11:01 ET

Strathmore and Bayswater Agree to Revise Pine-Tree Reno Creek Agreement

KELOWNA, BRITISH COLUMBIA--(Marketwire - Dec. 9, 2009) - Strathmore Minerals Corp. ("Strathmore" or "the Company") (TSX VENTURE:STM) announces that the formal agreement dated October 14, 2009 (see press release dated October 22, 2009) between the Company's wholly owned subsidiary Strathmore Resources US Ltd, NCA Nuclear Inc. ("NCA"), a wholly owned subsidiary of Bayswater Uranium Corporation ("Bayswater"), and American Uranium Corporation for Strathmore's sale of the Pine-Tree Reno Creek properties for US $30 million, has been amended and revised, as agreed upon by all parties. Strathmore has agreed to grant NCA the Option to acquire the Pine-Tree Reno Creek Properties for cash and common shares of Bayswater Uranium totalling US $31 million, in accordance with the revised terms as summarized below:

Pine-Tree Reno Creek Option Agreement

On exercise of the Option:

  • 1(a) NCA shall acquire a 25% interest in the Pine-tree Reno Creek properties by paying Strathmore US $5,250,000 on the Closing Date; Strathmore acknowledges receipt of US $250,000 as a deposit at the time the original agreement was signed on August 20th, 2009. An additional US $4,750,000 shall be payable in cash, and an additional US$250,000 shall be paid through the issuance of common shares of Bayswater;
  • 1(b) NCA shall acquire an additional 26% for a total of 51% interest on or before June 30, 2010, by paying Strathmore US $5,250,000 of which US $5,000,000 shall be payable in cash and US $250,000 shall be paid through the issuance of common shares of Bayswater;

  • 1(c) NCA shall acquire an additional 25% for a total of 75% interest on or before December 31, 2010, by paying Strathmore US $10,500,000 of which US $10,000,000 shall be payable in cash, and US $500,000 shall be paid through the issuance of common shares of Bayswater;

  • 1(d) NCA shall acquire an additional 25% for a total of 100% interest on or before December 31, 2011, by paying Strathmore US $10,000,000, of which US $5,000,000 shall be payable in cash and US $5,000,000 may, at the sole discretion of Bayswater, be paid in cash or through the issuance of common shares of Bayswater.

ALTERNATIVE OPTION

  • 2(a) On completion of the terms outlined in 1(a) and 1(b), NCA shall have the right for a 30 day period commencing on December 31, 2010, to elect, by providing written notice to forego the payments in 1(c) and earn a further 24% Option Interest, for an aggregate 75% interest, by completing a Bankable Feasibility Study on the Property on or before December 31, 2013;

  • 2(b) Upon receiving a positive Bankable Feasibility Study, pursuant to 2(a), NCA shall pay Strathmore US $10,500,000, of which US $10,000,000 shall be payable in cash and US $500,000 shall be paid through the issuance of common shares of Bayswater, to earn a 75% aggregate interest. NCA shall pay Strathmore within 90 days of receipt by NCA of a positive Bankable Feasibility Study, as consideration for granting NCA the Alternative Option; and if such payment is not made as required herein, then the Joint Venture shall be formed with NCA holding a 51% interest and Strathmore holding a 49% interest;

  • 2(c) After completing its 75% earn-in, should NCA fail to acquire 100% of the Properties, either by not completing the payment as outlined in 1(d) above, or due to fulfilling all of the terms of the Alternative Option, Strathmore shall have the right to elect to retain its 25% interest or exchange it for a 5% royalty on the gross proceeds from sales of all uranium and uranium by-products produced from the Property and no Joint Venture shall be formed;
  • 2(d) NCA shall have the right to purchase each 1% of such royalty for US $2,000,000 up to a maximum of the entire 5% royalty for US $10,000,000 payable on or before commencement of commercial production on the Property. NCA shall pay Strathmore 50% in cash and the remaining 50% may, at the sole discretion of Bayswater, be paid in cash or through issuance of common shares of Bayswater.

Strathmore Buyback Provision

Strathmore shall retain a provision to regain control of the Joint Venture by acquiring 2% of NCA's Option interest (for an aggregate 51% Option interest) for one dollar (US$1.00) payable in cash by Strathmore to NCA should NCA:

  • 3(a) fail to complete the payment terms as described in 1(c);
  • 3(b) fail to make the election to exercise the Alternative Option, and not complete the payment terms described in 1(c);
  • 3(c) fail to earn a 75% interest in the Property as described in the Alternative Option; or
  • 3(d) upon election to exercise the Alternative Option, fail to complete a work program on the Property for any consecutive twelve month period, during the period within which the Alternative Option may be exercised.

Closing Date

This transaction is expected to close on or before January 27, 2010.

Strathmore Minerals is proceeding with this revised Agreement in order to focus on its flagship Roca Honda, New Mexico Joint Venture where its permit application was recently deemed administratively complete (see press release dated December 2, 2009), in addition to advancing its Gas Hills project in Wyoming.

STRATHMORE MINERALS CORP. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of advanced uranium properties in the United States. Headquartered in Kelowna, British Columbia, the Company also has U.S. based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico. STRATHMORE MINERALS CORP. Common Shares are listed on the TSX Venture Exchange under the symbol "STM".

This news release contains "forward-looking information" that is based on Strathmore Minerals Corp.'s current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, statements with respect to Strathmore's exploration and development plans, outlook and business strategy. The words "may", "would", "could", "should", "will", "likely", "expect", "anticipate", "intend", "estimate", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking information.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause Strathmore's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: uncertainties related to the historical resource estimates, the work expenditure commitments; the ability to raise sufficient capital to fund future exploration or development programs; changes in economic conditions or financial markets; changes in input prices; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or an inability to obtain permits required in connection with maintaining, or advancing, the Pine-Tree Reno Creek project; and labour relations matters.

This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. Strathmore Minerals Corp. disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.

ON BEHALF OF THE BOARD

David Miller, CEO

Neither 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.

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