Portex Minerals Inc (DB:5S7N) entered into a binding letter of intent to acquire European Uranium Resources Ltd. (TSXV:EUU) from Pinetree Capital Ltd. (TSX:PNP), Mega Uranium Ltd. (TSX:MGA), Sprott Asset Management, LP and other shareholders in a reverse merger transaction on December 6, 2013. Pursuant to the binding letter of intent, European Uranium will acquire all of the issued and outstanding Portex Minerals shares, with each Portex Minerals shareholder receiving 0.6 of European Uranium share. Upon completion of the merger, PAX shareholders would hold approximately 65% of European Minerals, with the remaining 35% being held by European Uranium Shareholders. The binding letter of intent contains provisions that each of Portex Minerals and European Uranium will pay a termination fee of CAD 0.4 million upon the occurrence of customary termination fee events. The binding letter of intent also provides for mutual non-solicitation covenants, with reciprocal termination payments of CAD 0.4 million if either Portex Minerals or European Uranium terminates the binding letter of intent to enter into an alternative transaction.

Under the binding letter of intent, European Uranium and Portex Minerals have agreed that, upon completion of the merger, European Uranium will change its name to European Minerals Inc. Subject to market conditions, European Uranium may conduct a private placement prior to closing of the merger. The binding letter of intent will be superseded by a definitive agreement to be negotiated between Portex Minerals and European Uranium. Upon completion of the merger the Board of Directors of European Minerals will consist of eight directors, four of which will be nominated by each of European Uranium and Portex Minerals. European Uranium's nominees will include Dorian (Dusty) Nicol. Portex Minerals's nominees will include Peter Chodos.

The binding letter of intent contemplates that the definitive agreement will provide that completion of the merger will be subject to conditions, including obtaining all necessary approvals from Portex Minerals and European Uranium security holders, the Superior Court of Justice of Ontario and the TSXV, dissenters rights, including the TSXV's approval for the listing of the merged company's shares on completion of the merger, completion of the merger by March 31, 2014 (or such other date as Portex Minerals and European Uranium may agree) and such other closing conditions customary for transactions of this nature as may be specified in the definitive agreement pursuant to binding letter of intent. The transaction cannot close until the required shareholder approval is obtained. The Board of Directors of each of European Uranium and Portex Minerals has approved the transaction. On December 20, 2013, European Uranium and Portex Minerals executed an arrangement agreement in relation to the transaction. As of January 21, 2014, its announced that the financing transaction for the transaction is now expected to take place in early February, 2014.

Neville McClure of Stikeman Elliott LLP acted as legal advisor to European Uranium. Richard Sutin of Norton Rose Fulbright Canada LLP acted as legal advisor to Portex Minerals.

Portex Minerals Inc (DB:5S7N) cancelled the acquisition of European Uranium Resources Ltd. (TSXV:EUU) from Pinetree Capital Ltd. (TSX:PNP), Mega Uranium Ltd. (TSX:MGA), Sprott Asset Management, LP and other shareholders in a reverse merger transaction on April 1, 2014.