Strathmore Minerals Corp.

Strathmore Minerals Corp.

August 24, 2009 16:04 ET

Strathmore to Sell Pine Tree-Reno Creek, Wyoming, Uranium Project to Bayswater for US $30 Million

KELOWNA, BRITISH COLUMBIA--(Marketwire - Aug. 24, 2009) - Strathmore Minerals Corp. ("Strathmore" or "the Company") (TSX VENTURE:STM) announces its wholly owned subsidiary Strathmore Resources (US) Ltd. has completed a binding Letter of Intent (LOI Agreement) with NCA Nuclear Inc. (NCA), a wholly owned subsidiary of Bayswater Uranium Corporation for the sale of its properties known as "Pine-Tree Reno Creek" for US $30,000,000 (Thirty Million) in cash.

The total land package combines several nearby properties (Pine Tree, Four Mile Creek, West Reno), State leases, Private leases and options, and comprises approximately 17,500 acres located in Campbell County, Wyoming, in the central Powder River Basin.

In 2007, Strathmore entered an agreement with American Uranium Corp (AUC), thereby creating the AUC LLC Joint Venture. American Uranium has consented to the proposed sale of the AUC LLC and its related assets to Bayswater.

The terms of the transaction as specified in the LOI Agreement are summarized as follows:

- Strathmore will sell all associated assets with respect to the Pine Tree-Reno Creek Property to NCA for US $30,000,000, of which US $250,000 (Two Hundred Fifty Thousand) cash shall be paid by NCA to Strathmore upon execution of this LOI Agreement as a non-refundable deposit. The balance of US $29,750,000 (Twenty-Nine Million Seven Hundred Fifty Thousand) cash shall be paid to Strathmore on the closing date.

- Strathmore will assign and terminate all collective agreements with American Uranium Corp. in exchange for AUC entering into a purchase agreement with NCA.

- The sale of the Pine Tree-Reno Creek Property is subject to Bayswater having completed a minimum US $36,000,000 (Thirty-Six Million) financing and obtaining shareholder approvals necessary to conclude its planned reorganization concurrent with this transaction.

- NCA shall have 60 (sixty) days from the date of this LOI Agreement to complete a purchase agreement and 120 (one-hundred twenty) days from the date of this LOI Agreement to close this transaction. The closing of the transaction will occur on the second business day after receipt of all necessary shareholder and regulatory approvals. Should NCA decide not to proceed with this transaction, Strathmore shall retain the US $250,000 deposit.

- Should Strathmore receive any other bona fide unsolicited superior written offer(s) for the Pine-Tree Reno Creek Property, Strathmore shall notify NCA of the identity and purchase terms provided by the offeror. NCA shall have 7 (seven) days in which to complete this transaction or match the terms of the superior offer and elect to receive additional time to complete an amended transaction based on the new superior terms. In the event that Strathmore terminates this agreement, pursuant to accepting a superior offer, the Company shall reimburse NCA its US $250,000 deposit, and an additional US $250,000 as a "Break Fee".

David Miller, CEO, noted, "Strathmore is progressing with plans to monetize certain properties from its substantial and diverse property portfolio. This sale to Bayswater minimizes shareholder dilution, ensures a strong balance sheet, and further enables Strathmore to focus on its goal of becoming a leading uranium producer in the United States with the advancement of its core uranium projects: Roca Honda, New Mexico and Gas Hills, 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. The common shares of the Company are listed on the TSX Venture Exchange under the symbol "STM".

Cautionary Note Regarding Forward-Looking Information

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 lands, 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 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.


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 reasonability for the adequacy or accuracy of this release.

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