Nexus Uranium and Basin Uranium Announce Merger to Create North American-Focused Uranium Exploration Company
Nexus Uranium (OTCQB: GIDMF) and Basin Uranium have announced a merger agreement to create a North American-focused uranium exploration company. Under the arrangement, Nexus will acquire Basin by issuing 30 million Nexus shares at a 1.1:1 exchange ratio, plus 3 million SpinCo shares, representing total consideration of $3.6 million or $0.137 per Basin share - a 10% premium.
The combined entity will control six uranium projects, including the Cree East and Mann Lake projects in Saskatchewan's Athabasca Basin, and four US projects including the resource-stage Chord Project in South Dakota with 2.75 Mlb U3O8 Inferred Resources and potential exploration target of 1.42-4.23 Mlb U3O8. The transaction is expected to close in August 2025, subject to shareholder and regulatory approvals.
Nexus Uranium (OTCQB: GIDMF) e Basin Uranium hanno annunciato un accordo di fusione per creare una società di esplorazione dell'uranio focalizzata sul Nord America. Nell'ambito dell'accordo, Nexus acquisirà Basin emettendo 30 milioni di azioni Nexus con un rapporto di scambio di 1,1:1, oltre a 3 milioni di azioni SpinCo, per un valore complessivo di 3,6 milioni di dollari o 0,137 dollari per azione Basin - un premio del 10%.
La società risultante controllerà sei progetti di uranio, inclusi i progetti Cree East e Mann Lake nella regione di Athabasca Basin in Saskatchewan, e quattro progetti negli Stati Uniti, compreso il progetto Chord in South Dakota in fase di risorse, con 2,75 milioni di libbre di U3O8 in risorse inferite e un potenziale obiettivo di esplorazione tra 1,42 e 4,23 milioni di libbre di U3O8. La transazione dovrebbe concludersi nell'agosto 2025, subordinatamente all'approvazione degli azionisti e delle autorità regolatorie.
Nexus Uranium (OTCQB: GIDMF) y Basin Uranium han anunciado un acuerdo de fusión para crear una empresa de exploración de uranio enfocada en Norteamérica. Según el acuerdo, Nexus adquirirá Basin emitiendo 30 millones de acciones de Nexus con una proporción de intercambio de 1,1:1, además de 3 millones de acciones de SpinCo, representando una contraprestación total de 3,6 millones de dólares o 0,137 dólares por acción de Basin, un 10% de prima.
La entidad combinada controlará seis proyectos de uranio, incluyendo los proyectos Cree East y Mann Lake en la cuenca de Athabasca en Saskatchewan, y cuatro proyectos en EE.UU., incluyendo el proyecto Chord en Dakota del Sur en etapa de recursos, con 2,75 millones de libras de U3O8 en recursos inferidos y un objetivo potencial de exploración de 1,42 a 4,23 millones de libras de U3O8. Se espera que la transacción se cierre en agosto de 2025, sujeta a la aprobación de accionistas y reguladores.
Nexus Uranium (OTCQB: GIDMF)와 Basin Uranium이 북미 중심의 우라늄 탐사 회사를 설립하기 위한 합병 계약을 발표했습니다. 이 계약에 따라 Nexus는 1.1:1 교환 비율로 3,000만 Nexus 주식을 발행하고, 추가로 300만 SpinCo 주식을 발행하여 총 360만 달러 또는 Basin 주당 0.137달러의 대가를 지급하며, 이는 10% 프리미엄에 해당합니다.
통합 법인은 사스카츄완 주 아서바스카 분지의 Cree East와 Mann Lake 프로젝트를 포함한 6개의 우라늄 프로젝트를 보유하게 되며, 미국 내 4개 프로젝트 중에는 2.75백만 파운드 U3O8 추정 자원과 1.42~4.23백만 파운드 U3O8 탐사 잠재 목표를 가진 사우스다코타의 자원 단계 Chord 프로젝트가 포함됩니다. 이 거래는 주주 및 규제 당국의 승인을 조건으로 2025년 8월에 완료될 예정입니다.
Nexus Uranium (OTCQB : GIDMF) et Basin Uranium ont annoncé un accord de fusion visant à créer une société d'exploration d'uranium axée sur l'Amérique du Nord. Dans le cadre de cet accord, Nexus acquerra Basin en émettant 30 millions d'actions Nexus selon un ratio d'échange de 1,1:1, plus 3 millions d'actions SpinCo, représentant une contrepartie totale de 3,6 millions de dollars ou 0,137 dollar par action Basin – une prime de 10 %.
L'entité combinée contrôlera six projets d'uranium, dont les projets Cree East et Mann Lake dans le bassin d'Athabasca en Saskatchewan, ainsi que quatre projets aux États-Unis, incluant le projet Chord au stade des ressources dans le Dakota du Sud avec 2,75 millions de livres U3O8 en ressources inférées et une cible d'exploration potentielle de 1,42 à 4,23 millions de livres U3O8. La transaction devrait être finalisée en août 2025, sous réserve des approbations des actionnaires et des autorités réglementaires.
Nexus Uranium (OTCQB: GIDMF) und Basin Uranium haben eine Fusionsvereinbarung angekündigt, um ein auf Nordamerika fokussiertes Uran-Explorationsunternehmen zu schaffen. Im Rahmen der Vereinbarung wird Nexus Basin durch die Ausgabe von 30 Millionen Nexus-Aktien im Austauschverhältnis 1,1:1 übernehmen, zusätzlich 3 Millionen SpinCo-Aktien, was eine Gesamtvergütung von 3,6 Millionen US-Dollar oder 0,137 US-Dollar pro Basin-Aktie darstellt – ein Aufschlag von 10%.
Das kombinierte Unternehmen wird sechs Uranprojekte kontrollieren, darunter die Projekte Cree East und Mann Lake im Athabasca-Becken von Saskatchewan sowie vier US-Projekte, darunter das ressourcenstufige Chord-Projekt in South Dakota mit 2,75 Mio. Pfund U3O8 an angenommenen Ressourcen und einem potenziellen Explorationsziel von 1,42 bis 4,23 Mio. Pfund U3O8. Der Abschluss der Transaktion wird für August 2025 erwartet, vorbehaltlich der Zustimmung der Aktionäre und der Aufsichtsbehörden.
- Creation of a larger North American uranium exploration company with 6 strategic projects
- Chord Project contains defined Inferred Resources of 2.75 Mlb U3O8 plus exploration potential of 1.42-4.23 Mlb U3O8
- 10% premium offered to Basin shareholders
- Improved access to capital and enhanced market liquidity
- Permitting at Chord Project nearing completion
- Diversification of project portfolio across US and Canada
- 40% dilution for existing Nexus shareholders
- Pending regulatory and shareholder approvals create execution risk
- Integration challenges of combining two exploration companies
Vancouver, British Columbia--(Newsfile Corp. - June 26, 2025) - Nexus Uranium Corp. (CSE: NEXU) (OTCQB: GIDMF) (FSE: 3H1) ("Nexus") and Basin Uranium Corp. (CSE: NCLR) (CNSX: NCLR.CN) ("Basin") are pleased to announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") dated June 25, 2025, providing for, among other matters, the acquisition by Nexus of
Strategic Rationale of the Transaction
- North American Focused Exploration & Development Company with a portfolio of six uranium projects including the Cree East and Mann Lake projects located in the high-grade Athabasca Basin of Saskatchewan, and four potentially ISR-amenable US projects underscored by the resource-stage Chord uranium project in South Dakota (the "Chord Project").
- Improved Access to Capital, Stronger Balance Sheet and improved liquidity with a more diversified shareholder base and enhanced market capitalization.
- Benefits from recent North American (N.A.) Uranium Market Developments including US Federal Government initiatives to boost US and N.A. uranium production, increased SMR certifications and deployments, and power demand which has corresponded with the strengthening of both short- and long-term uranium spot prices.
Benefits for Shareholders
For Nexus shareholders, the transaction provides for exposure to a resource stage US project portfolio with defined Inferred Resources of 2.75 Mlb U3O8 plus a potential Exploration Target of 1.42 to 4.23 Mlb U3O8. The inferred mineral resource was defined in the "CHORD URANIUM PROJECT FALL RIVER COUNTY, SOUTH DAKOTA, USA Mineral Resource NI 43-101 Technical Report" prepared by: Carl D. Warren, P.E., P.Geo. Dated: May 7, 2024 (the "Chord Technical Report"). Additionally, the Chord Technical Report contains additional information on the Exploration Target. The Chord Technical Report can be accessed on Basin's SEDAR+ profile.
- Permitting at the Chord Project is nearing completion and will allow the combined entity to aggressively drill out the Exploration Target. In addition, the transaction will provide access to drill ready, permitted projects in Utah and Wyoming.
- For Basin Shareholders, the transaction provides for exposure to the large Cree East project which is comprised of 55,000 hectares located proximal to the McArthur River and Key Lake mines, and the Millenium and Phoenix deposits. It also provides for diversification of permitting and funding risk from the Chord Project. Lastly, it provides gold exposure through the gold-focused Basin SpinCo comprised of the Napoleon Gold project (1,281 hectares, Yukon Gold project (7,998 hectares) and the CHG project (4,072 hectares).
Jeremy Poirier, CEO of Nexus Uranium, commented, "This transaction brings together complementary assets located within top-tier uranium jurisdictions in North America that bolsters the company's position as a premier uranium exploration company. It provides for significant diversification while retaining a
Mike Blady, CEO of Basin Uranium, further added, "This transaction also provides an added benefit for Basin shareholders of reducing permitting risk with the Chord Project, improving access to capital given NEXUS' demonstrated history of capital raising and liquidity, in addition to providing exposure to the gold-focused Basin SpinCo with gold trading near all-time highs."
Chord Project (South Dakota) Update
Since acquiring the Chord Project in 2023 Basin has been actively moving the project forward by aggressively acquiring historic geological, environmental and engineering data. This data was used to complete a maiden resource on the Chord Project in 2024 of the lower (potentially ISR amenable) sands which reside below the water table. It also outlined a significant Exploration Target that Basin has been working diligently to permit both on a state lease and United States Forest Service ("USFS") ground held by Basin. Permitting commenced in late 2023 and is in the final stages of approval for the state lease which hosts the bulk of the Exploration Target. A memorandum of understanding is in the final stages of approval on the USFS portion of the Chord Project which once finalized would move the Chord Project on USFS ground into the final stage of permitting. During the permitting process, Basin has completed numerous baseline studies including archeological, biological (vegetation and wildlife) and water sampling from monitoring wells drilled by previous operators. These studies commissioned by independent third parties have demonstrated that exploration and development work at the Chord Project represents a low risk to the environment, community and any archeological sites. In total, over 60,000 feet of low impact exploration and development drilling is being permitted for which will be focused on increasing the resource at the Chord Project and better understanding the geology, hydrology and other pertinent factors of the deposit.
Arrangement Terms
Pursuant to the Arrangement Agreement, Nexus will acquire all the issued and outstanding Basin Shares by way of a statutory plan of arrangement, under the Business Corporations Act (British Columbia). Under the terms of the Arrangement, Nexus will issue an aggregate of 30,000,000 Nexus Shares to Basin shareholders. The exchange ratio per share (the "Exchange Ratio") will be calculated based on the 30,000,000 Nexus Shares issuable under the Arrangement divided by the number of Basin Shares issued and outstanding immediately prior to the effective time of the Arrangement. On completion of the Arrangement, all of Basin's convertible securities will cease to represent a right to acquire Basin Shares, and will instead be exercisable to acquire Nexus Shares using the Exchange Ratio. Assuming no further issuances of Nexus Shares prior to closing, following the completion of the Arrangement, former Basin shareholders will own approximately
Prior to the Arrangement, Nexus will transfer its: (i) Napoleon gold project, comprised on 1,281 hectares in the Kamloops Mining Division in British Columbia; and (ii)
Basin will transfer its option to acquire an up to
On completion of the Arrangement, Basin SpinCo intends to list on a recognized stock exchange Canada and to become a reporting issuer in British Columbia, Alberta and Ontario. The management of Basin SpinCo is expected to be comprised of Mike Blady as CEO and Lisa Embree as CFO, with a Board comprised of Mike Blady, Desmond Balakrishnan, and Jonathan Hamway.
Closing of the Arrangement is subject to approval of the Basin shareholders, approval of the Supreme Court of British Columbia, approval of the Canadian Securities Exchange (the "CSE"), standard closing deliverables, and other customary conditions typical for a transaction of this nature. Following completion of the Arrangement, Mike Blady, the Chief Executive Officer of Basin, will be appointed to the board of directors of Nexus, and the current members of the board of directors of Basin will resign. Nexus will continue to be managed by the current executive team and board of directors with the addition of Mr. Blady. Basin will be delisted from the CSE following the Arrangement.
Basin Special Meeting and Fairness Opinion
A special meeting of Basin shareholders to approve the Arrangement is expected to take place in August 2025 (the "Meeting"). The terms of the Arrangement will be described in further detail in a Management Information Circular of Basin to be mailed to the Basin shareholders in support of the Meeting (the "Circular"). All directors and officers of Basin, as well as certain Basin shareholders, have or will enter into voting and support agreements with Nexus prior to the Meeting pursuant to which they have agreed or will agree to vote their Basin Shares in favour of the Arrangement at the Meeting.
A special committee comprised of independent directors of Basin (the "Special Committee"), established to review the Arrangement, has engaged a financial advisor, Evans & Evans Inc. ("Evans & Evans"), to provide a fairness opinion in connection with the Arrangement (the "Fairness Opinion"). The Fairness Opinion is expected to state that the Arrangement is fair, from a financial point of view, to the shareholders of Basin. The Fairness Opinion is a condition to closing the Arrangement. A copy of the Fairness Opinion, as well as additional details regarding the terms and conditions of the Arrangement and the rationale for the recommendations made by the Special Committee and the Basin board will be set out in the Circular to be mailed to Basin shareholders in connection with the Meeting and filed by Basin on its profile on SEDAR+.
Basin securityholders and other interested parties are advised to read the materials relating to the Arrangement that will be filed by Basin with the securities regulatory authorities in Canada when they become available. Anyone can obtain copies of these documents when available, free of charge, on Basin's SEDAR+ profile at www.sedarplus.ca.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The technical contents of this news release were reviewed and approved by Carl D. Warrant, P.E., P.G., geological consultant to Basin and a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
About Nexus Uranium Corp.
Nexus Uranium Corp. is a multi-commodity development company focused on advancing the Cree East uranium project in the Athabasca Basin in addition to its precious metals portfolio that includes the Napoleon gold project in British Columbia and a package of gold claims in the Yukon. The Cree East project is one of the largest projects within the Athabasca Basin of Saskatchewan spanning 57,752 hectares (142,708 acres) and has seen over
About Basin Uranium Corp.
Basin is a Canadian junior exploration company focused on mineral exploration and development in the green energy sector. The company has five advanced-stage uranium projects located in the United States, namely the Chord and Wolf Canyon projects in South Dakota, the South Pass and Great Divide Basin projects in Wyoming, and the Wray Mesa project in Utah. All five projects have seen extensive historical exploration and located in prospective development areas. The Company also has the Mann Lake uranium project, located in the world-class Athabasca basin of Northern Saskatchewan, Canada, in addition to the CHG gold project in south-central British Columbia. Additional information on Basin can be found on its website www.basinuranium.ca and on its SEDAR+ profile at www.sedarplus.ca.
On Behalf of the Nexus Board
Jeremy Poirier
Chief Executive Officer
info@nexusuranium.com
On Behalf of the Basin Board
Mike Blady
Chief Executive Officer
info@basinuranium.ca
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Information
This news release includes certain statements and information that may constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance are forward-looking statements and contain forward-looking information, including, but not limited to: the terms of the Arrangement, the Nexus Asset Transfer, the Spinout; the completion of the Arrangement, including receipt of required shareholder, regulatory, court and CSE approvals; the contemplated listing of Basin SpinCo following the Arrangement; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; the prospects of the combined company following completion of the Arrangement; that the anticipated benefits of the Arrangement will be realized; the anticipated timing of completion of the Arrangement; the anticipated timing of the Meeting, the composition of the Nexus board following the Arrangement; directors and officers of Basin and certain Basin shareholders entering into voting and support agreements with Nexus prior to the Meeting; and the delisting of Basin Shares following the Arrangement. Forward-looking information also involves known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: the failure to obtain shareholder, regulatory, court or CSE approvals in connection with the Arrangement, failure to complete the Arrangement, failure to realize the anticipated benefits of the Arrangement or implement the business plan for the combined company, negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known current mineral reserves or resources, reliance on key management and other personnel, potential downturns in economic conditions, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, and risks generally associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals and the risk factors with respect to Nexus and with respect to Basin set out in the companies' most recent annual management discussion and analysis and other filings which have been filed with the Canadian securities regulators and available under Nexus' and Basin's respective profiles on SEDAR+ at www.sedarplus.ca.
Although Nexus and Basin have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Nexus and Basin undertake no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
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FAQ
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