VANCOUVER, BC, May 9, 2025 /CNW/ – Great Northern Energy Metals Inc. (CSE: GNEM) (“Great Northern” or the “Company”) is pleased to announce that it has entered into an assignment and assumption agreement (the “Assignment Agreement”) with 1494402 B.C. Ltd. (the “Assignor”), pursuant to which Great Northern has assumed all rights and obligations under an option agreement dated August 20, 2024 (the “Option Agreement”) with Ventura Uranium LLC (dba Nuvemco, LLC) (“Nuvemco”) and Paul Szilagyi (together, the “Optionors”).
Under the terms of the Option Agreement, the Company has the exclusive right to acquire up to a 100% interest in a Colorado-based uranium project (the “Property”) through a two-stage option to acquire all of the membership interests in a newly formed Colorado limited liability company, NUV2C, LLC (“Holdco”), which holds legal and beneficial title to the Property.
Transaction Highlights:
- Initial Option (First Option): Great Northern may earn a 49% interest in Holdco in exchange for:
- Cash payments to Nuvemco totaling USD $1,750,000 over 17 months.
- The issuance of common shares in the capital of Great Northern (the “GNEM Shares”) equal to 16.66% of the issued and outstanding GNEM Shares, calculated on a post-issuance, fully diluted basis at the time of issuance.
- Second Option: Following the exercise of the First Option, the Company may acquire the remaining 51% interest in Holdco in exchange for GNEM Shares representing an additional 23.33% of the Company on a post-issuance, fully diluted basis.
- Upon full exercise of the Options, Nuvemco and its designees are expected to hold 39.99% of the Company on a fully diluted basis.
The Company has agreed to reimburse the Assignor for prior expenditures of CDN$758,000 in connection with the Property and the Option Agreement which will be satisfied in cash and/or common shares, subject to regulatory approval.
The projects are primarily located in Montrose County Colorado and consist of unpatented lode mining claims and other associated mineral rights prospective for uranium mineralization.
David Mitchell, CEO of Great Northern, commented:
“This transaction marks a significant milestone for Great Northern as we establish a strategic foothold in the U.S. uranium sector. The Colorado uranium district has long been known for its production history, and this acquisition aligns with our strategy to develop high-potential energy metal projects in politically stable jurisdictions. We are looking forward to working closely with the highly experienced team at Nuvemco to advance these properties.”
Director Resignation
The company would also like to announce the resignation of director Ken Williamson. We wish to thank him for his efforts on behalf of GNEM and wish him well in his future endeavors. The company is actively seeking a replacement director and expect to announce that in the near term.
Regulatory Compliance
All securities issuances related to the transaction will be made in reliance on applicable exemptions from prospectus requirements in accordance with National Instrument 45-106 and will be subject to resale restrictions under Canadian securities laws and the rules and policies of the Canadian Securities Exchange (the “CSE”).
None of the securities to be issued under the Option Agreement 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 may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About Great Northern Energy Metals Inc.
Great Northern Energy Metals Inc. is a Canadian mineral exploration company focused on the acquisition and development of critical mineral projects. The Company is committed to responsible exploration and unlocking shareholder value through targeted investment in high-potential energy metal assets.
www.greatnorthernenergymetals.com
Forward-Looking Statements
This news release contains forward-looking information under applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements and are based on assumptions, expectations, and estimates as of the date of this press release. The actual results may differ materially. Readers are cautioned not to place undue reliance on these statements.
SOURCE Great Northern Energy Metals Inc.
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