Vancouver, British Columbia--(Newsfile Corp. - March 10, 2025) - Homeland Uranium Corp. (TSXV: VVR) ("Homeland" or the "Company") is pleased to announce that it has completed its previously announced reverse-takeover transaction (the "Transaction") of Shift Rare Metals Inc. ("Shift"). Shift's key assets acquired during the transaction are the Coyote Basin and Red Wash Uranium Properties in northern Colorado. In connection with the Transaction, the Company has changed its name from "Valleyview Resources Ltd." to "Homeland Uranium Corp." to reflect its focus on uranium exploration and development.
"Homeland is pleased to announce the closing of our transaction with Shift. Homeland emerges from this transaction as a resourceful American-focused uranium explorer and developer that is well financed and guided by an exceptional and experienced board and management team. Our upcoming planned exploration program at our Coyote Basin Project provides shareholders with an excellent opportunity to capture value from the growing demand for US domestic uranium production," said Roger Lemaitre, President and CEO of Homeland Uranium.
The Transaction received disinterested shareholder approval and was completed by way of a three-cornered statutory amalgamation, with former shareholders of Shift receiving 15,500,000 common shares of the Company on closing. In connection with the Transaction, each of the previously issued 53,688,300 subscription receipts of Shift ("Subscription Receipts") were automatically exchanged for one common share of the Company and one-half of a common share purchase warrant (each whole warrant, a "Warrant") Each Warrant is exercisable for one additional common share of the Company at an exercise price of $0.50 until March 7, 2027. The Subscription Receipts were issued pursuant to a non-brokered and brokered offering (together, the "Offering"). The Warrants are subject to the terms of a supplemental warrant indenture (the "Warrant Indenture") dated March 7, 2025 entered into by the Company and Endeavor Trust Company, as Warrant Agent. The brokered portion of the Offering was conducted pursuant to an agency agreement (the "Agency Agreement") dated December 23, 2024 (as amended on January 21, 2025) with SCP Resource Finance LP and Canaccord Genuity Corp. The gross proceeds of the Offering were $16,104,409 and brokers and finders participating in the Offering received compensation warrants (the "Compensation Warrants") equal to 6% of the number of Subscription Receipts sold (or 3,221,299 Compensation Warrants) and cash fees totaling 6% of the proceeds. Each Compensation Warrant is exercisable for one additional common share at an exercise price of $0.30 until March 7, 2030. In addition, US$150,000 of a convertible loan issued by Shift was exchanged for an aggregate of 921,335 common shares of the Company and 460,666 warrants (having the same terms as the Warrants). In addition, 3,000,000 common shares were issued to a finder who assisted with the Transaction. Copies of the Agency Agreement and Warrant Indenture are available for review on the Company's SEDAR+ profile at www.sedarplus.ca.
The Company will now focus on the exploration of its 100% owned Redwash and Coyote Basin properties (the "Redwash and Coyote Basin Properties") located in northwestern Colorado close to the border with Utah, within Moffat and Rio Blanco counties. Full details of the Transaction, Shift and Redwash and Coyote Basin Properties are contained in the Company's Filing Statement dated February 28, 2025, which is available for review on the Company's SEDAR+ profile at www.sedarplus.ca.
The Company also announces that, on closing of the Transaction, directors and officers of the Company were granted an aggregate of 3,500,000 incentive stock options (the "Options"). Each Option is exercisable for one common share of the Company at an exercise price of $0.30 until March 7, 2030.
The Company's common shares have been suspended from trading since August 16, 2024, in connection with the Transaction. Effective at the opening, March 12, 2025, the common shares of Homeland Uranium Corp. (CUSIP: 43741D105) will commence trading on TSX Venture Exchange, and the common shares of Valleyview Resources Ltd. will be delisted. The Company is classified as a 'Uranium Ore Mining' company.
About Homeland Uranium Corp.
Homeland Uranium Corp. a mineral exploration company focused on becoming a premier US-focused and resource-bearing uranium explorer and developer. The Company is the 100% owner of the Coyote Basin and Red Wash uranium projects in northwestern Colorado. Homeland also has an ownership stake in the Fraser Lake Au-Ag-Cu project in British Columbia.
For further information, please contact:
Roger Lemaitre
President & Chief Executive Officer
Homeland Uranium Corp.
Tel: 306-713-1401
Email: info@homeland-uranium.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction. No securities may be offered or sold in the United States or in any other jurisdiction in which such offer or sale would be unlawful prior to registration under the U.S. Securities Act of 1933 or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this news release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this news release includes, but is not limited to, statements with respect the date trading of the Company's common shares will commence and the future exploration of the Redwash and Coyote Basin Properties. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including that the Company's financial condition and development plans do not change as a result of unforeseen events and that future metal prices and the demand and market outlook for metals will remain stable or improve. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk that trading does not commence on the date anticipated as well as the general risk factors related to exploration and development as are set out under the heading "Risk Factors" in the Company's documents filed under Valleyview's issuer profile on SEDAR+ at www.sedarplus.ca. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.
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SOURCE: Homeland Uranium Corp.
