JVR Ventures has signed a binding term sheet to acquire all issued and outstanding securities of Luna Energy, a private exploration company based in Canada.
This acquisition is structured as a reverse takeover of JVR.
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Upon completion, JVR will continue Luna’s business operations under the merged entity, renamed Luna Energy, and continue Luna’s uranium exploration business.
Luna has been developing uranium exploration assets in Paraguay’s Paraná Basin, leveraging historical data and acquiring permits for its Cabayu Uranium Project.
The proposed transaction will involve a three-cornered amalgamation, involving JVR, a new subsidiary of JVR named Subco and Luna.
JVR Ventures has six million common shares, options and warrants, while Luna has 39.9 million shares, options, warrants and convertible debt, which will be converted before the transaction’s completion.
The ownership of the new entity will be divided among three groups.
Former Luna shareholders will hold 40.03% of the common shares. Existing JVR shareholders will retain 12.86% ownership.
The largest stake, 47.10%, will be held by new investors that participated in the offering and liquidity buffer financing.
Additionally, Luna is aiming to raise up to $3.5m (C$5m) through a private placement at $0.165 per share in connection with the proposed transaction.
The funds will support the exploration of the Cabayu Uranium Project and general working capital.
A liquidity buffer of up to $500,000 may be raised via convertible debentures at $0.132 per share to maintain enough liquidity before the transaction.
The acquisition will be a qualifying transaction under TSX Venture (TSXV) Exchange policies. The merged entity will be listed as a Tier 2 Mining Issuer on the TSXV.
The transaction is expected to close by 30 June 2025, with a provision for an extension.
If a definitive agreement is not reached by 30 April 2025, either party may terminate the agreement.
The board of directors is expected to undergo changes, with new nominees from Luna, including Emily Hersh as the anticipated CEO.
In a related development, Dark Star Minerals, a mining company based in Canada, announced an amendment to its previously disclosed option agreement with Cronin Exploration regarding the acquisition of the Ghost Lake Property in Newfoundland and Labrador, Canada.
