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Bayswater Signs Arrangement Agreement with Kilgore
Vancouver, BC, June 7, 2007 ─ Bayswater Uranium Corporation (TSX-V: BAY) is pleased to report that its due diligence review is now complete with respect to the proposed merger with Kilgore Minerals Ltd. (TSX-V: KAU), as announced March 20, 2007, and the parties have executed a definitive Arrangement Agreement for the purposes of completing a plan of Arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
As a result of Bayswater’s due diligence review and valuation of Kilgore, the parties have agreed to a share split of the issued and outstanding capital of Kilgore on a 1 old Kilgore share for 1.25 new Kilgore shares basis, immediately prior to the completion of the merger transaction to acknowledge a revision to the valuation of Kilgore and its assets.
In order to make the transaction more efficient from a taxation perspective, pursuant to the Arrangement, Bayswater will amalgamate with a wholly owned subsidiary of Kilgore and all of the securityholders of Bayswater will exchange their Bayswater securities for post-share split securities of Kilgore (the “Share Exchange”). The Share Exchange will be conducted such that for each one share or convertible security of Bayswater held, a Bayswater securityholder will receive one post share split common share or convertible security of Kilgore. Kilgore will change its name to ‘Bayswater Uranium Corporation’ and all of its existing directors and management will resign in favor of directors and management of Bayswater. Bayswater shareholders will control approximately 76% of the issued and outstanding securities of the new Bayswater.
The companies anticipate the Arrangement will be completed in late July following receipt of shareholder approval at the special meetings of shareholders of each company scheduled for July 16, 2007 and approval of the Arrangement by the British Columbia Supreme Court as required by the terms of the Arrangement. At the meetings, shareholders will be asked to approve the terms of the Arrangement as described in a Joint Information Circular to be mailed to shareholders in the third week of June. The transaction is subject to the approval of the TSX Venture Exchange.
The new company will be a well-positioned small-cap uranium explorer with the following assets and attributes:
- A dominant landholder in the three most important uranium exploration and development areas in Canada—the world’s leading uranium producer—located in the Central Mineral Belt, Labrador; Thelon Basin, NWT/NU; and the Athabasca Basin, Saskatchewan; along with applications for a large land position in Niger, West Africa—one of the world’s leading uranium producing countries.
- An important landholder with substantial historical uranium resources, non compliant with NI 43-101 standards, with potential for additional resources along the north rim of the Powder River Basin in Wyoming and Montana—host to several mined and undeveloped uranium roll-front type uranium deposits;
- The holder of two unconsolidated channel deposits with historical uranium resources, non compliant with NI 43-101 standards, in Nevada and California with potential for discovery of additional resources;
- Able to undertake the steps necessary to effect potential near term production from some of the uranium assets;
- Better able to create, develop and deliver value for shareholders in view of the strengthened uranium asset base through the combined experience and ability of the management team; and
- Attractive to institutional investors by providing greater share liquidity, a larger market capitalization, and a large, highly prospective, diverse property base.
About Bayswater Uranium Corporation – The Super Junior™ Uranium Company
As the only uranium explorer to have major landholdings in each of Canada's most important producing and exploration regions – the Athabasca Basin, the Central Mineral Belt, and the Thelon Basin – Bayswater Uranium Corp. is well positioned to be a market leader in uranium exploration. Bayswater combines the uranium expertise of its technical and managerial teams with a large, highly prospective and diverse property base. The result is a Super Junior™ Uranium Company with the share liquidity and market capitalization to provide value to both the retail and institutional investor.On behalf of the Board of:
BAYSWATER URANIUM CORPORATION
| George M. Leary |
| President and CEO |
For further information contact:
| John Gomez Manager, Investor Relations |
| Telephone: (604) 687-2153 |
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
