Strathmore Minerals Corp.
TSX : STM
OTCQX : STHJF

Strathmore Minerals Corp.

August 05, 2011 09:19 ET

Strathmore & Korea Electric Power Corp. Enter Into a Binding Heads of Agreement for a Phased US $45 Million JV Development of Gas Hills Uranium Properties, Wyoming

KELOWNA, BRITISH COLUMBIA--(Marketwire - Aug. 5, 2011) - STRATHMORE MINERALS CORP. ("Strathmore", "the Company", "STM", or "STR") (TSX:STM)(OTCQX:STHJF) is pleased to announce that it has entered into a binding "Heads of Agreement" ("HOA") with Korea Electric Power Corporation ("KEPCO"), whereby KEPCO shall subscribe for a US $8 million placement in common shares of Strathmore, in addition to a US $2 million "project development allowance", with the proceeds to be used for a first year Phase I exploration and development of the Gas Hills Beaver Rim Area, located south of the Company's Main Gas Hills deposits, and for completing a pre-feasibility study for all the Gas Hills Uranium Properties. Subject to achieving successful results from the completion of Phase I, KEPCO, at its sole discretion, may enter into a Phase II program, allowing them to earn-in up to a 40% interest in the Gas Hills Properties, for an additional $35 million in expenditures over the subsequent three years.

Mr. David Miller, Strathmore's CEO, commented, "We are very pleased that KEPCO has agreed to invest in Strathmore and partner with us in the development of the Gas Hills Uranium Properties. KEPCO's vision in the future of nuclear power and international presence in uranium development is widely recognized, and when combined with the local uranium development and mining experience of our strong Riverton based technical team, is expected to form a dynamic and capable partnership with the resources necessary to advance the Gas Hills project to production. We look forward to finalizing our agreements and working with KEPCO for many years to come."

The Heads of Agreement contemplates that Strathmore and KEPCO shall complete a Share Subscription Agreement and Definitive Agreement before the end of September, 2011. Under the terms of the forthcoming Definitive Agreement, subsidiaries of Strathmore and KEPCO will form a 60/40 limited liability company (LLC) for the phased joint venture. Both the Share Subscription Agreement and the Definitive Agreement are based on the following key terms:

Phase I

  • Upon completing the Share Subscription Agreement, KEPCO shall make an initial payment of Ten Million U.S. Dollars (US$10,000,000) as follows:
  1. Two Million U.S. Dollars (US $2,000,000) to Strathmore as a project development allowance (the "Project Development Allowance") to the Gas Hills Project; and
  2. Eight Million U.S. Dollars (US $8,000,000) to Strathmore as a subscription for new common shares in Strathmore at a price of C $ 0.66, subject to market conditions and regulatory approvals.
  • Strathmore shall use the proceeds received from KEPCO to: (i) ascertain the potential, quantity, quality and commercial value of uranium deposits located in the Beaver Rim Area; (ii) undertake a pre-feasibility study in respect of the Gas Hills Properties; and (iii) advance the Gas Hills Properties, all in accordance with the Phase I Program and Budget. During Phase I, Strathmore shall commit to expenditures of a minimum of US$10,000,000 to move forward the Gas Hills Project to the milestones mutually agreed upon by both Parties.

Phase II

  • Based on the successful results of the Phase I development program, KEPCO may, at its sole discretion, elect to enter into an Operating Agreement with Strathmore and establish a Limited Liability Company (the "Project Company") for the Gas Hills Properties.

KEPCO shall contribute US$10,000,000 to the Project Company by the end of the first year of Phase II as its initial contribution. These funds shall be used as follows:

  1. US$8,000,000 shall be used solely to fund the activities to be carried out and objectives to be accomplished by the Project Company (the "Phase II Program") approved by Strathmore and KEPCO as owners of the Project Company; and
  2. US$2,000,000 shall be paid to and retained by Strathmore as a project development fee, provided Strathmore has incurred a minimum total of US$10,000,000 for the Gas Hills Properties during Phase I.
  • At such time as KEPCO has contributed the full amount totalling US $10,000,000, it shall acquire an 11.42% interest in the Project Company.
  • After acquiring an 11.42% interest in the Project Company, KEPCO may, at its sole discretion, acquire an additional 11.42% interest for a total of 22.84% by contributing an additional US $10,000,000 to the Project Company to fund the second year of the Phase II program.
  • After acquiring a 22.84% interest in the Project Company, KEPCO may, at its sole discretion, acquire an additional 11.42% interest for a total of 34.26% by contributing an additional US$10,000,000 to the Project Company to fund the third year of the Phase II program.
  • Upon the Project Company obtaining all state and federal regulatory Permits and Licenses required for uranium mining, milling and exportation, KEPCO shall contribute US $5,000,000 to the Project Company. These additional funds shall be used solely to facilitate and expedite the development of the Gas Hills Properties. KEPCO will earn an additional 5.74% interest in the Project Company for a total of 40%.

Strathmore shall be Operator of the Gas Hills Project, and shall receive a management fee for overseeing the project during each year of Phase II. The Project Company shall initially have a Management Committee to determine overall policies, objectives, procedures, methods, actions, and approval of budgets. The Management Committee shall be comprised of Strathmore and KEPCO members.

KEPCO shall be granted an "Exclusitivity Period" of up to forty five (45) days from the Effective Date of the HOA to complete the Share Subscription Agreement and the Definitive Agreement.

The Heads of Agreement is subject to the satisfaction of several conditions, including but not limited to, the completion of KEPCO's final due diligence, regulatory approval, approval of the board of directors, and the resolution of definitive documents. There can be no certainty that definitive agreements will be entered into or the transaction completed.

Gas Hills Uranium Development Project

The Gas Hills Uranium District in Wyoming yielded over 100 million pounds of historical cumulative uranium production from 1957-1989. With over 35,000 acres of mineral claims, Strathmore regards the Gas Hills Properties as a core holding for the development of future long-term uranium production in the United States. The Company has been actively advancing its mine permit application for submittal to the State of Wyoming and a Source Materials License application to the US Nuclear Regulatory Commission (NRC).

For 2011, Strathmore has an operational budget of approximately US $4.0 million for continuing data collection activities for the advancement and submittal of a mine permit application and NRC license. Since March, work programs have included additional drilling, monitor well installation, and collection of core samples for metallurgical testing in the Main Gas Hills Area. Field activities and data analysis necessary for completing an initial NI 43-101 technical report concluded in June. Evaluation of the Sagebrush-Tablestakes Area for a uranium recovery facility is ongoing. Strathmore recently commissioned Lyntek Inc. of Lakewood Colorado, to evaluate uranium recovery alternatives. Extensive studies including geotechnical work to determine the location and suitability of a heap leach pad, metallurgical studies and the associated comparative economic analyses with conventional milling will continue throughout 2011 and 2012.

On July 21, 2011, the Company completed and SEDAR filed independent National Instrument 43-101 Technical Report for the Gas Hills Uranium Properties (See press release dated July 21, 2011 for further details).

The following tables summarize the Technical Report's new NI 43-101 mineral resources, in addition to the remaining non-compliant historical resources, and a significant potential mineral target based on a range of quantities and grades:

Gas Hills Uranium Properties: Summary of NI 43-101 Compliant Resources & Remaining Historical Resources

Mineral Resources Tons Pounds Grade %U3O8
NI 43-101: Measured 3,745,824 7,559,497 0.101
NI 43-101: Indicated 1,785,985 3,171,811 0.089
NI 43-101: Measured + Indicated 5,531,809 10,731,308 0.097
NI 43-101: Inferred 957,616 1,234,164 0.064
Historic: Measured + Indicated 7,007,147 10,075,116 0.072

The NI 43-101 mineral resource estimates, and historic resources, for the Gas Hills Uranium Properties were taken from the report titled: Technical Report on the Gas Hills Uranium Project, Fremont and Natrona Counties, Wyoming dated July 20 2011, and prepared by Charles D. Snow, a qualified and independent person under National Instrument Policy 43-101. It should be noted that NI 43-101 compliant mineral resources are not mineral reserves and do not have demonstrated economic viability as defined by the NI 43-101 guidelines. Furthermore, the historical resource estimates presented herein were completed prior to the implementation of the NI 43-101 requirements. Given the extensive mineral production in the Gas Hills (100 million pounds) and the experienced companies and the quality of their historic work completed, Strathmore believes the reported historic resource estimates to be both relevant and reliable. However, a qualified person has not completed sufficient work to classify these historic resources as current mineral resources, and the Company is not treating the historic resources as current; hence, they should not be relied on.

Gas Hills Uranium Properties: Potential Mineral Target

Potential Mineral Low Average High Average
Target (pounds) Mean (pounds) (pounds)
Beaver Rim / South Gas Hills 29,400,000 40,838,000 55,539,000
Main Gas Hills Area 5,949,000 9,289,000 12,730,000
Total Potential 35,349,000 50,127,000 68,269,000

The estimate of the potential mineral target is pursuant to NI 43-101 guidelines, Section 2.3 (2), which states that "subject to the provisions thereof, an issuer may disclose the potential quantity and grade, expressed as ranges, of a target of further exploration". The potential quantity and grade is conceptual in nature and does not meet the NI 43-101 classification of a "measured", "indicated" or "inferred" mineral resource. There has been insufficient exploration to define NI 43-101 mineral resources in the areas of proposed potential mineral targets and it is uncertain if further exploration will result in the targets being delineated as a mineral resource.

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and 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 advanced uranium properties in the United States. Headquartered in Vancouver, British Columbia with a branch administrative office in Kelowna, the Company also has a U.S. based Development Office in Riverton, Wyoming and a Government, Regulatory & Environmental Affairs Office in 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 $83-billion (U.S.) 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 20 nuclear power plants in the country with six more under development. The company has over 30,000 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 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 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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