UraniumX Discovery Corp. Provides Update On Transaction With Pond Technologies Holdings INC.
UraniumX Discovery Corp. Provides Update On Transaction With Pond Technologies Holdings INC.
VANCOUVER, BC / ACCESS Newswire / August 19, 2026 / UraniumX Discovery Corp. (CSE:STMN)(OTCQB:STMXF)(FSE:Q7S) ("UraniumX" or the "Company") is pleased to announce that it has entered into a share exchange agreement (the "Agreement") dated August 18, 2026 with Pond Technologies Holdings Inc. (TSXV: POND) ("Pond") pursuant to which Pond will acquire all of the issued and outstanding shares of the Company's wholly owned subsidiary 1477571 B.C. Ltd. ("SubCo"), which holds a 100% interest in the Zoo Bay Uranium Property (the "Property"), located in Saskatchewan's Athabasca Basin, subject to a 2.0% net smelter returns royalty in favour of UraniumX (the "Transaction"). The Agreement supersedes the letter of intent announced on April 27, 2026 and is to be completed in connection with Pond's planned delisting from the TSX Venture Exchange (the "TSXV") and listing on the Canadian Securities Exchange (the "CSE").
Highlights
17,000,000 post-consolidation Pond shares, $350,000 in cash and $4,500,000 in exploration spending on Zoo Bay, with 7,000,000 post-Consolidation Pond shares and $50,000 on closing and the balance over 36 months (all such shares, the "Pond Shares").
2.0% NSR royalty retained on Zoo Bay, of which Pond may buy back 1.0% for $1,500,000.
UraniumX stays on as operator until the deferred consideration is satisfied in full, keeping exploration in the hands of the team that generated the targets.
No UraniumX shares issued and no treasury spent, keeping the Company's capital focused on the Murphy Lake drill program, where assays from the expanded 4,092 metre campaign are pending.
Under the terms of the Agreement, UraniumX will receive 7,000,000 post-Consolidation Pond Shares and a cash payment of $50,000 on closing of the Transaction (the "Closing"), with the remaining 10,000,000 post-Consolidation Pond shares, $300,000 in cash and $4,500,000 in exploration expenditures to follow over a 36 month period. All Pond Share figures reflect the consolidation of the Pond Shares on the basis of one (1) share for each eighty (80) shares outstanding, which is a condition to Closing (the "Consolidation"). If Pond does not satisfy all deferred payments, Pond Share issuances and exploration expenditures, UraniumX may, in its sole discretion, require the return of SubCo or the Property to UraniumX for $1.00 (the "Repurchase Right").
"This transaction is a continuation of our project generator model, designed to advance and unlock value across our Athabasca Basin portfolio while concentrating capital and technical resources on our flagship Murphy Lake Uranium Property," said Esen Boldkhuu, Chief Executive Officer of UraniumX. "Zoo Bay moves forward with $4.5 million of partner funded exploration, and UraniumX retains a royalty and meaningful equity in Pond."
Completion of the Transaction is subject to a number of conditions precedent, including (but not limited to) conditional approval of the TSXV in respect of the delisting of the Pond Shares, conditional approval of the CSE in respect of the listing of the Pond Shares and the Transaction, completion of a private placement of SubCo, receipt of Pond shareholder approval, completion of a debt settlement of certain outstanding Pond liabilities, completion of the consolidation, a reorganization involving the disposition of Pond's existing subsidiaries and the reconstitution of Pond's board of directors and management. There can be no assurance that the transaction will be completed on the terms described or at all.
The Zoo Bay Uranium Property covers 19,850 hectares along the northeastern edge of the Athabasca Basin, and benefits from a shallow unconformity at depths between 0 and 200 metres. No mineral resource has been defined on the Property.
The parties are arm's length and no finder's fees are payable in connection with the transaction.
Qualified Person
The scientific and technical information in this news release has been reviewed and approved by Ken Wheatley, P.Geo., Director of Exploration of the Company and a Qualified Person as defined under National Instrument 43-101.
About UraniumX
UraniumX Discovery Corp. is a Canadian-based junior uranium exploration company focused on advancing high-potential assets in Saskatchewan's Athabasca Basin, one of the world's premier uranium districts. The Company's portfolio includes the Murphy Lake, Zoo Bay and NeoCore uranium properties, strategically positioned along the eastern margin of the Basin near established infrastructure, and, subject to closing, the Dieter Lake project in Quebec.
On Behalf of UraniumX Discovery Corp.
Esen Boldkhuu, CEO
Contact:
UraniumX Discovery Corp.
Esen Boldkhuu, CEO
Email: [email protected]
Telephone: (604) 377-8994
Website: www.uraniumx.ca
Forward Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). All statements, other than statements of historical fact, included herein are forward-looking statements, including statements regarding the completion of the transaction and the timing thereof, the satisfaction or waiver of the conditions to closing, the receipt of exchange approvals and Pond shareholder approval, the payment of the deferred cash consideration and issuance of the deferred Pond shares to UraniumX, the incurrence by Pond of the exploration expenditures on the Property, the retention and potential partial repurchase of the net smelter returns royalty, the availability and exercise of the right to require the return of SubCo or the Property, and the Company's future plans and exploration activities.
Forward-looking statements are based on reasonable assumptions, estimates and opinions of management as of the date hereof and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These include the risk that one or more conditions to closing are not satisfied or waived, that Pond does not make the deferred cash payments, issue the deferred Pond shares or incur the exploration expenditures, that the Repurchase Right is exercised, that the Pond shares received by UraniumX are subject to escrow or resale restrictions limiting their realisable value, fluctuations in market conditions, volatility in equity and capital markets, risks inherent in mineral exploration and development, environmental risks, reliance on key personnel, regulatory approvals, and changes in laws and regulations. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements.
The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.
SOURCE: UraniumX Discovery Corp.
View the original press release on ACCESS Newswire
W.Janssens--RTC
