February 3, 2009
Energy Fuels Inc. (TSX-EFR) (“Energy Fuels” or the “Company”) announces that its board of directors (the “Board”) has approved the adoption of, and that it has now adopted, a Shareholder Rights Plan (the “Rights Plan”).
The Rights Plan is designed to provide shareholders and the Board with adequate time to consider and evaluate any unsolicited bid made for the Company, to give the Board time, if appropriate, to pursue alternatives to maximize shareholder value in the event of an unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Company and to ensure that any proposed transaction is in the best interests of the Company’s shareholders.
The Rights Plan provides for the distribution of one Right in respect of each common share outstanding as of 5:00 pm ET on February 3, 2009 (the “Record Time”) to each holder of record of common shares at that time, and provides for the issuance of one Right in respect of each common share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time (as defined in the Rights Plan).
Rights issued under the Rights Plan will become exercisable when a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire beneficial ownership of common shares or securities convertible into common shares of the Company which, when aggregated with its current holdings, total 20% or more of the Company’s outstanding common shares without complying with the provisions of the Rights Plan or without approval of the Board. Under such circumstances, each Right, upon exercise, will permit the purchase of common shares of the Company at a substantial discount to the market price.
The Toronto Stock Exchange has conditionally accepted notice for filing of the Rights Plan, subject to, among other things, ratification by the shareholders of the Company at a meeting to be held within six months of the date of the Rights Plan.
The Company will hold its Annual General and Special meeting of shareholders (‘AGM’) on March 19, 2009 at 4:30 pm EST at the Albany Club on 91 King Street East, Toronto, Ontario, Canada. Official notice of the AGM will be mailed to shareholders of record. The Company intends to seek shareholder approval of the Rights Plan at the AGM.
The Rights Plan is not being proposed in response to, or in contemplation of, any specific take-over bid for the Company. The Board did not adopt the Rights Plan to prevent a take-over of the Company, to secure the continuance of management or the directors in their respective offices or to deter fair offers for the common shares of the Company.
Energy Fuels Inc. is a Toronto-based uranium and vanadium mineral development company actively rehabilitating and developing formerly producing mines. With more than 40,000 acres of highly prospective uranium and vanadium property located in the states of Colorado, Utah and Arizona, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned Colorado subsidiary, Energy Fuels Resources Corporation, has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Nucla, Colorado and Kanab, Utah.
This news release contains certain “Forward-Looking Statements” within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time with the British Columbia, Alberta and Ontario Securities Commissions.
‘GEORGE E.L. GLASIER’
President & CEO
FOR FURTHER INFORMATION PLEASE CONTACT:
Energy Fuels Inc.
Toll free: 1-888-864-2125