Energy Metals Corporation

Energy Metals Corporation

November 16, 2005 10:03 ET

Energy Metals Corporation and Quincy Energy Corp. Agree To Business Combination

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 16 2005) - Energy Metals Corporation (TSX VENTURE:EMC) ("Energy Metals") is pleased to announce that it has entered into a letter of intent with Quincy Energy Corp. (TSX VENTURE:QUI) (OTCBB:QCYE) ("Quincy") dated November 13, 2005 (the "Letter Agreement"), whereby the parties will enter into a business combination through an offer to purchase and take over bid, plan of arrangement or other business combination (the "Proposed Transaction") as will be the case with Energy Metals' proposed takeover bid of Standard Uranium Inc., announced on November 10, 2005. The Proposed Transaction will be subject to a maximum 90 day due diligence period by both parties. Pursuant to the terms of the Letter Agreement, holders of Quincy's common shares will be issued one (1) common share of Energy Metals for every five (5) common shares of Quincy issued and outstanding as of the record date for the Proposed Transaction.

Quincy's primary business is the acquisition and development of historically identified uranium projects in countries with favourable geology and mining environments. Quincy has also amassed an impressive portfolio of prospective gold properties in the United States. Quincy holds uranium projects in Arizona, Wyoming, New Mexico, Oregon and Ontario.

Since March of 2005, Quincy and Energy Metals have had a working relationship respecting the acquisition, exploration, development, and mining of uranium mineral deposits. William Sheriff, a director and shareholder of Quincy is also a director, officer and shareholder of Energy Metals. Mr. Sheriff has agreed with Energy Metals to pool the Energy Metals shares which he will receive upon closing of the Proposed Transaction, for a period of 18 months.

Quincy currently has 47,756,330 common shares, 4,440,000 stock options and 8,499,040 common share purchase warrants issued and outstanding. Holders of 10,798,500 shares of Quincy have agreed to tender their shares to the Proposed Transaction.

The Proposed Transaction is the next step in Energy Metals' strategy to become one of the largest U.S. domestic uranium producers and resource base holders in the public sector. Some of the initial benefits that will be realized from the business combination are:

- an option to earn up to 80% of 13 million pounds of uranium as indicated in a historic resource on the Hosta Butte property in New Mexico, as reported by Quincy Mar 21-05. Quincy has commissioned a 43-101 compliant resource estimate which is underway on this property.

- an option to earn up to 80% of pounds of 25 million pounds of uranium as indicated in a historic resource on the Crownpoint property in New Mexico, as reported by Quincy May 16-05. Quincy has commissioned a 43-101 compliant resource estimate which is underway on this property.

- direction and control of the Aurora uranium property in Oregon with a 43-101 compliant indicated resource estimate of 17.69 million tons at an average grade of 0.0518% eU3O8 or 18.3 million pounds of U3O8 using a 0.03% eU3O8 cutoff. Energy Metals plans to include scoping study of an open pit operation with heap leach in Nevada.

- direction and control of the Horse Creek property in Wyoming, drilled by Exxon and Union Carbide in the 1970s, containing known uranium mineralization adjacent to Energy Metals' property in Natrona County. Quincy reported (NR, Nov 25-04 ) a historic resource of approximately 9 million pounds of uranium at a grade of 0.056% U3O8 with a drill-cut off of 0.04%.

- direction and control of the Rose property in Arizona, a uranium breccia pipe target set to be drilled within 30 days.

- An option to earn 75% on an Elliott Lake uranium deposit in Ontario. Previous owners calculated an historic resources of 17.5 million tons averaging 1.206 lbs/ton, containing approximately 20.8 million pounds of uranium. (QUI - NR Feb 14-05) statements above NI 43-101 compliant). This property will be evaluated in due course for possible joint venture or sale as Energy Metals' focus is US based.

- Other uranium assets include the Hanson Creek, Colorado property and several breccia pipes in Arizona, including the 4 1/2.

- $6,000,000.00 CAD in Quincy treasury.


- Quincy possesses an attractive portfolio of precious metal assets. Energy Metals intends to remain strictly focused on the acquisition and development of uranium properties within the United States. Accordingly, Energy Metals will evaluate in due course the precious metal assets and determine a strategy for the disposition or sale of these non core assets in a fashion which maximizes shareholder value. The assets primarily include the Miller's and Lantern Property in Nevada, Rattlesnake Property in Wyoming and the Quartz Mountain Project in Oregon.

The ultimate structure of the Proposed Transaction will be subject to review of applicable tax, accounting, corporate and securities law issues. Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, completion of due diligence, entering into of formal agreements, and receipt of all required regulatory and shareholder approvals. In addition, completion of the Proposed Transaction will be subject to termination in the event of any material adverse change in either Energy Metals' or Quincy's operations, financial condition, prospects or permits. Should the Board of Quincy determine that a superior proposal has been made, and they recommend that proposal to Quincy's shareholders, Quincy has agreed to pay Energy Metals a break fee equal to 4% of the transaction value. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Energy Metals has paid to Quincy USD$500,000 as a non-refundable deposit to be forfeit to Quincy if Energy Metals does not proceed with the Proposed Transaction.

Energy Metals Corporation is a Canadian listed company involved in developing resources to power the 21st century. The Company has adopted a corporate strategy to focus on the acquisition and development of uranium assets in politically favorable and mining-friendly jurisdictions within the United States to take advantage of the continuing growth in the U.S. and worldwide of demand for electrical energy. This increasing consumption is occurring at a time when uranium mine supplies are dwindling and inventories are being depleted.

The Company is targeting advanced uranium prospective properties in Wyoming that are amenable to ISL (in-situ leaching). This form of uranium mining was pioneered in Wyoming. It utilizes water wells and oxygen-fortified groundwater to mine the uranium in place. Energy Metals Corporation is also actively advancing other conventional mining and ISL opportunities for uranium properties in the States of Utah, Nevada, Oregon, Arizona and South Dakota.


Per: "signed"

Paul Matysek, CEO and President

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.

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