Strathmore Minerals Corp.
TSX : STM
OTCQX : STHJF

Strathmore Minerals Corp.

January 31, 2012 22:20 ET

Strathmore Announces Strategic Investment by Korea Electric Power Corp. & Phased US $40 Million Joint Venture Development of the Gas Hills, Wyoming

KELOWNA, BRITISH COLUMBIA--(Marketwire - Jan. 31, 2012) - STRATHMORE MINERALS CORP. ("Strathmore" or "the Company") (TSX:STM)(OTCQX:STHJF) is pleased to announce that it has entered into a strategic Definitive Agreement ("the Agreement") with Korea Electric Power Corporation ("KEPCO"), whereby KEPCO will subscribe for common shares of Strathmore, with the proceeds to be used for the development of the Company's Gas Hills Uranium properties in Wyoming. In addition, the Agreement contains an off-take provision, whereby KEPCO has the right to purchase a portion of any future annual uranium production from Strathmore's properties, subject to pre-existing agreements. Future off-take uranium purchases shall be determined by KEPCO's equity ownership in Strathmore.

As per the Agreement, Strathmore will issue, by way of a private placement, 14,586,182 common shares of Strathmore to KEPCO, at a price of C$0.55 per share, for total gross proceeds of US$8 million. Upon completion of this financing, KEPCO will own approximately 13.9% of Strathmore. The proceeds will be used for a "Phase I" exploration and development program of the Gas Hills Beaver Rim area and for ongoing permitting activities on the Company's nearby lower Gas Hills properties. On completion of Phase I, KEPCO will have the right to participate in a "Phase II" development program, allowing KEPCO to earn up to a 40% interest in the Gas Hills Properties, for an additional $32 million in expenditures, over the subsequent three years.

"Strathmore is pleased to welcome KEPCO as a new valued shareholder and partner," commented Mr. David Miller, Strathmore's CEO. "KEPCO is known for their leadership and foresight in providing long-term solutions for the development of safe and reliable nuclear power and investment in sustainable uranium supplies. Their participation in the development of the Gas Hills demonstrates their confidence in both the value and the potential of this project. The funds provided by the equity private placement will provide the immediate capital requirements necessary to advance this project through the exploration, development and permitting process."

Phase I

To finance the Phase I development of the Gas Hills Properties, KEPCO has agreed to subscribe for 14,586,182 common shares of Strathmore at a price per share of C$0.55, for total gross proceeds of US$8 million. Total gross proceeds from this common share private placement will be used to advance the Gas Hills Properties, in accordance with the Phase I Program and Budget.

Phase II

Following completion of the Phase I development program, KEPCO may elect to establish a limited liability company (the "Project Company") with Strathmore for the further development of the Gas Hills Properties. The Project Company shall be governed by an operating agreement, the terms of which are substantially consistent with the agreement between KEPCO and the Company announced today. KEPCO will be entitled to the delivery of uranium "in kind" from future production of the Project Company based on their proportionate interest in the Project Company, as described by the following terms:

  • In Phase II, Strathmore shall contribute all of the properties and assets of the Gas Hills project to the Project Company and KEPCO shall contribute, as its initial contribution, US $12,000,000 to fund the first year of Phase II program. At such time as KEPCO has made the full US $12,000,000 initial contribution to the Project Company, it will have acquired a 15% equity interest in the Project Company.
  • In the second year of the Phase II program, KEPCO may acquire an additional 12.5% equity interest in the Project Company for a total of 27.5% by funding the second year Phase II program expenditures of an additional US$10,000,000.
  • In the third year of the Phase II program, KEPCO may acquire an additional 12.5% equity interest in the Project Company for a total of 40% by funding the third year of the Phase II program expenditures of an additional US$10,000,000.

The Project Company shall appoint a management committee to determine overall policies, objectives, procedures, methods, actions, and approval of budgets. The management committee shall be comprised of three representatives of Strathmore and two representatives of KEPCO. Strathmore shall be the manager of the Gas Hills Project.

The Toronto Stock Exchange has conditionally approved the US $8 million private placement to KEPCO. Completion of the private placement is conditional upon, among other things, Strathmore and KEPCO completing the proposed off-take agreement. The private placement is expected to close on or about February 10, 2012.

Gas Hills, Wyoming

The Gas Hills Uranium District in Wyoming was the second largest uranium producing region in the United States, having produced 100 million pounds of uranium concentrates from 1957-1989. Strathmore controls over 34,000 acres of mineral claims in the Gas Hills, including approximately 16,000 acres in the highly prospective, relatively unexplored portion of the Gas Hills, known as "Beaver Rim", located to the south of the lower Gas Hills area. The Company has been actively advancing its mine permit application in the lower Gas Hills area for submittal to the State of Wyoming, in addition to a Source Materials License application to the US Nuclear Regulatory Commission.

The technical information in this news release has been reviewed by David Miller, Chief Executive Officer for Strathmore Minerals Corp., a Qualified Person under National Instrument 43-101.

STRATHMORE MINERALS CORP. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of uranium properties in the United States. Headquartered in Vancouver, British Columbia with a branch administrative office in Kelowna, 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 under the symbol "STM" and trade on the OTCQX International electronic trading system in the United States under the symbol "STHJF".

Korea Electric Power Corporation (KEPCO) is a Korean government-invested diversified energy company with over US$120 billion in assets. The company is involved in the generation, transmission and distribution of electrical power from nuclear, hydro, coal, oil and LNG sources worldwide. Korea Electric Power provides electricity to almost all households in Korea and operates 21 nuclear power plants in the country with seven more under development. The company has over 46,000 employees and is listed on the Korean Stock Exchange and the New York Stock Exchange. (www.kepco.co.kr)

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 the expected closing date of the private placement with KEPCO; the Phase I and Phase II exploration and development plans for the Gas Hills properties; the establishment of the Project Company and the timing and amount of contributions by KEPCO to the Project Company. 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 outcome of the Phase I and Phase II exploration and development programs; the historical resource estimates; 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 projects; 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

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