Energy Fuels and Magnum Uranium Announce Merger Agreement

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Energy Fuels and Magnum Uranium Announce Merger Agreement

posted on Mar 30, 2009 04:01AM

March 30, 2009

Energy Fuels and Magnum Uranium Announce Merger Agreement

TORONTO, ONTARIO---(Marketwire - March 30, 2009) - Energy Fuels Inc. (TSX:EFR)("Energy Fuels" or the "Company") and Magnum Uranium Corp. (TSX VENTURE:MM) ("Magnum Uranium") are pleased to announce that the companies have entered into a preliminary agreement providing for Energy Fuels to acquire all of the outstanding shares of Magnum Uranium in an all share transaction. This agreement has been approved by the Boards of Directors of both companies. The combination of these two companies will significantly enhance one of the largest conventional uranium mining companies operating in the United States. Magnum Uranium shares will be acquired at a share exchange ratio of 0.78 shares of Energy Fuels for each Magnum Uranium share. Based on the currently outstanding shares of Magnum Uranium, Energy Fuels would issue approximately 23.33 million shares to acquire all of the currently outstanding Magnum Uranium shares. Magnum Uranium's outstanding options and warrants will be adjusted in accordance with their terms so that the number of Energy Fuels shares to be received upon exercise will proportionately reflect the share exchange ratio described above. It is anticipated that this transaction will close no later than July 31, 2009.

The combined entity will retain the "Energy Fuels, Inc." name and trading symbol (EFR) on the Toronto Stock Exchange, and will have the following assets:

- Cash (estimated at CAD$13.5 million) which will significantly enhance the balance sheet of Energy Fuels and allow the Company to weather the current downturn in the uranium market.

- Significant addition of NI 43-101 compliant resources:

----------------------------------------------------------------------
                      NI 43-101 Compliant Resource       
----------------------------------------------------------------------
                  Measured &       Inferred    Measured &    Inferred
COMPANY            Indicated      U3O8 Lbs.     Indicated        Tons
                   U3O8 Lbs.                         Tons
----------------------------------------------------------------------
Energy Fuels     2.7 million    2.3 million       504,586     497,600
----------------------------------------------------------------------
Magnum Uranium   1.4 million    1.1 million       334,200     316,900
----------------------------------------------------------------------
NEW TOTAL        4.1 million    3.4 million       838,786     814,500
----------------------------------------------------------------------
% INCREASE               52%            48%           66%         64%
----------------------------------------------------------------------

Importantly, Magnum Uranium's NI 43-101 compliant resources are located at a single property, the San Rafael Property, which is in close proximity to the planned Pion Ridge mill. Subject to a final feasibility study, the 838,786 tons of Measured & Indicated (M&I) resources have the potential to supply mill feed material for the Pion Ridge mill at a 500 tpd rate (175,000 tpy) for almost 5 years. Should the 814,500 Inferred tons be converted to economically feasible M&I tons, it would represent an additional 5 years of mill supply. The San Rafael Property also contains additional historic resources which may be converted to NI 43-101 compliant resources in the future. (The Reader is cautioned that a feasibility study has not been completed and there is no certainty the operations would be economically viable.)

- Two fully-permitted conventional uranium mines in the Colorado Plateau and an implemented plan to build a 1,000 ton per day uranium milling complex that is currently in the licensing stage.

- Historic uranium resources totaling 26.6 million lbs (although considered relevant, the Reader is cautioned that this resource estimate is historical in nature, does not comply with the guidelines of National Instrument 43-101 and should not be relied upon. Further, this estimate has not been verified by Qualified Persons of either Magnum Uranium or Energy Fuels).

- Approximately 55,000 acres of prospective uranium properties in Colorado, Utah, Arizona, Wyoming, Idaho, and New Mexico, including three properties in close proximity to Cameco's Smith Ranch ISL mine in the Powder River Basin of Wyoming.

- Exploration properties in Saskatchewan's Athabasca Basin, totaling approximately 50,000 acres and located northwest of operating uranium mines at McClean Lake and Rabbit Lake. The primary target, known as the Stony Road Property, is currently being drilled by Magnum Uranium's joint venture partner, Triex Minerals Corp.

The transaction is to be effected pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), which will require approval of the shareholders of Magnum Uranium holding at least 66 2/3% of the issued shares of Magnum Uranium being voted at a shareholders meeting being in favour of the transaction. Completion of the transaction is subject to a number of other conditions precedent, including completion of a due diligence review to the satisfaction of each party, execution of a definitive agreement, receipt by Magnum Uranium of a favourable fairness opinion, shareholder approval of Energy Fuels, if required by the Toronto Stock Exchange, and receipt of all necessary shareholder, stock exchange, court and regulatory approvals.

Full details of the offer will be included in the formal Arrangement Agreement and Management Information Circular to be filed with the regulatory authorities and mailed to Magnum Uranium shareholders in accordance with applicable securities laws.

George Glasier, Energy Fuels' President and CEO commented that, "I am excited and optimistic about this acquisition. Combining with Magnum Uranium creates a much bigger platform to implement our business plan, and allows the combined entity to be stronger for longer. Energy Fuels continues to actively pursue our strategy, even in these down times, and continues to deliver on our goal of becoming the next fully integrated conventional uranium producer in the US. This is the first acquisition in the Company's strategy to leverage its strong management team and its strong cash position to consolidate the US conventional uranium business."

Craig Lindsay, Magnum Uranium's President and CEO, added: "The combination of our portfolio of exploration and development properties with Energy Fuels' permitted uranium mines and advanced-stage milling strategy will significantly enhance the ability of the enlarged entity to capitalize on the strengthening global nuclear power sector".

In connection with the proposed business combination, Evans & Evans, Inc. has been retained to provide a fairness opinion to the special committee of the Board of Directors of Magnum Uranium. Legal advice to the Board of Directors of Magnum Uranium is being provided by DuMoulin Black LLP. Legal advice to the Board of Directors of Energy Fuels is being provided by Beach, Hepburn LLP.

Stephen P. Antony, P.E., a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the content of this press release as it pertains to Energy Fuels. John R. Carden, Ph.D., P.Geo., a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the content of this press release as it pertains to Magnum Uranium.

Energy Fuels Inc. is a Toronto-based uranium and vanadium mineral development company actively rehabilitating and developing formerly producing mines. With more than 46,000 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.

Magnum Uranium is a Vancouver-based minerals exploration company focused on the acquisition and development of uranium assets in North America. Currently, Magnum's primary property holdings are located in the Western United States, specifically Wyoming, Utah, Idaho, and New Mexico, and in Canada's Athabasca Basin.

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