Announcement • Jan 25

Consolidated Uranium Inc. (TSXV:CUR) completed the acquisition of Virginia Energy Resources Inc. (TSXV:VUI).

Consolidated Uranium Inc. (TSXV:CUR) executed a letter of intent to acquire Virginia Energy Resources Inc. (TSXV:VUI) on August 18, 2022. Consolidated Uranium Inc. (TSXV:CUR) entered into a definitive agreement to acquire Virginia Energy Resources Inc. (TSXV:VUI) for CAD 32.5 million on November 14, 2022. Under the terms of the transaction, Virginia Energy shareholders will receive 0.26 of a common share of Consolidated Uranium for each Virginia Energy Share held. Existing shareholders of Consolidated Uranium and Virginia Energy will own approximately 82.4% and 17.6%, respectively, of the outstanding Consolidated Uranium Shares on closing of the transaction. Following completion of the transaction, the Virginia Energy Shares will be de-listed from the TSXV. Under certain circumstances, Consolidated Uranium would be entitled to a CAD 1.2 million termination fee. The transaction is subject to approval by shareholder of Virginia Energy and shareholders of Consolidated Uranium, court approvals, applicable regulatory approvals including, but not limited to, TSXV approval and the satisfaction of certain other closing conditions. The transaction has been unanimously approved by the board of directors of each of Consolidated Uranium and Virginia Energy, including, in the case of Virginia Energy, following, among other things, the receipt of the unanimous recommendation of a special committee of independent directors of Virginia Energy. The shareholders meeting of VUI is scheduled on January 19, 2023. VUI Shareholders approved the transaction at its special meeting of shareholders held on January 19, 2023. The transaction is expected to be completed in the first quarter of 2023. As of January 3, 2023, transaction is expected to close in late January 2023. Assuming that all conditions to closing of the Arrangement are satisfied or waived, the Arrangement is expected to become effective on or about January 24, 2023. Evans & Evans, Inc. provided an opinion to the special committee of Virginia Energy. Jamie Litchen of Cassels Brock & Blackwell LLP acted as legal counsel to Consolidated Uranium and Red Cloud Securities Inc. acted as financial advisor to Consolidated Uranium in connection with the transaction. Daniel Bornstein and Gerald Gaunt of McCarthy Tétrault LLP acted as legal counsels to Virginia Energy. Evans & Evans, Inc. acted as independent financial advisor to the special committee of independent directors of Virginia Energy in connection with the transaction. Consolidated Uranium has agreed to pay Red Cloud Securities Inc. an advisory fee of CAD 0.6 million to be satisfied through the payment of CAD 0.3 million in cash and the issuance of 0.16 million Consolidated Uranium Shares, subject to the approval of the TSXV. Computershare Investor Services Inc. acted as transfer agent and depositary and Smythe LLP acted as accountant to VUI. McGovern Hurley LLP acted as accountant and Computershare Investor Services Inc. acted as transfer agent and depositary to Consolidated Uranium. Consolidated Uranium Inc. (TSXV:CUR) completed the acquisition of Virginia Energy Resources Inc. (TSXV:VUI) on January 24, 2023. As part of the transaction, Consolidated issued approximately 17,847,828 Consolidated Uranium Share. Upon closing of the Arrangement, existing Consolidated Uranium and former Virginia Energy shareholders own approximately 81.96% and 18.04% of the issued and outstanding Consolidated Uranium Shares, respectively. Virginia Energy has become a wholly-owned subsidiary of Consolidated Uranium and the Virginia Energy Shares are anticipated to be de-listed from the TSX Venture Exchange following the close of markets on January 25, 2023.

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Consolidated Uranium Inc. (TSXV:CUR) completed the acquisition of Virginia Energy Resources Inc. (TSXV:VUI).

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