CORPUS CHRISTI, Texas,
Oct. 21, 2021 /CNW/ - enCore
Energy Corp. ("enCore") (TSXV: EU) (OTCQB: ENCUF) and Azarga
Uranium Corp. ("Azarga") (TSX: AZZ) (OTCQB: AZZUF) (FRA:
P8AA) are pleased to provide a corporate update including
information concerning the definitive agreement (the
"Agreement") whereby enCore will acquire all of the issued
and outstanding common shares of Azarga pursuant to a
court-approved plan of arrangement (the "Transaction"). An
Azarga information circular will be mailed on or before
October 26, 2021 to Azarga
shareholders of record as of October 12,
2021. The shareholder vote will be held on November 16, 2021 at 10:00
AM (Vancouver time) at the
offices of Azarga at Unit 1 – 15782 Marine Drive, White Rock, BC, V4B 1E6.
Terms of the Agreement
Under the terms of the Agreement, Azarga shareholders will
receive 0.375 common shares of enCore for each Azarga common share
held (the "Exchange Ratio") subject to adjustment as
described in the information circular. The Exchange Ratio implied
consideration of $0.71 per Azarga common share based on the
closing price of the enCore common shares on the TSX Venture
Exchange on September 3, 2021.
Additional details may be found in the Azarga information
circular.
Transaction Highlights
- Creation of a top-tier American uranium in-situ recovery
("ISR") mining company with multiple assets at various stages of
development;
- Two licensed ISR production facilities and multiple potential
satellite exploration and development projects in South Texas;
- Advanced stage Dewey Burdock development project in
South Dakota with key federal
permits issued;
- Recently published preliminary economic assessment for the Gas
Hills project in Wyoming;
- Large uranium resource endowment in New Mexico including the Marquez-Juan Tafoya
project, for which a recent preliminary economic assessment was
published and the Crownpoint and
Hosta Butte project;
- Well positioned to benefit from America's nuclear renaissance,
which boasts bi-partisan political support; and
- Management team and board with unrivaled experience in the
permitting, development, and mining of ISR uranium deposits in the
USA.
Transaction Details
The proposed Transaction will be effected by way of a plan of
arrangement completed under the Business Corporations Act
(British Columbia). The
Transaction will require approval by at least 66 2/3% of the votes
cast by Azarga shareholders and, if required by Multilateral
Instrument 61-101, a simple majority of the votes cast by Azarga
shareholders excluding certain interested or related parties, in
each case by shareholders present in person or represented by proxy
at a special meeting of the shareholders of Azarga to be called in
connection with the Transaction.
Closing of the Transaction is subject to the receipt of
applicable regulatory approvals and the satisfaction of certain
other closing conditions customary in transactions of this nature,
including, without limitation, court and stock exchange approval.
None of the securities to be issued pursuant to the Transaction
have been or will be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws, and any securities issuable in the
Transaction are anticipated to be issued in reliance upon available
exemptions from such registration requirements pursuant to Section
3(a)(10) of the U.S. Securities Act and applicable exemptions under
state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
enCore also wished to recognize and thank Andrew Weekly of the SmithWeekly Group and
Edward Sendrea of Gravedigger
Capital Ltd. for providing the company with industry evaluation and
consultation with regards to the company's merger &
acquisitions goals.
About enCore Energy Corp.
enCore Energy Corp. is a U.S. domestic uranium developer focused
on becoming a leading in-situ recovery ("ISR") uranium producer.
The company is led by a team of industry experts with extensive
knowledge and experience in the development and operations of in
situ recovery uranium operations. enCore Energy's opportunities are
created from the company's transformational acquisition of its two
South Texas production facilities,
the changing global uranium supply/demand outlook and opportunities
for industry consolidation. These short-term opportunities are
augmented by our strong long term commitment to working with local
indigenous communities in New
Mexico where the company holds significant uranium
resources.
About Azarga Uranium Corp.
Azarga Uranium is an integrated uranium exploration and
development company that controls ten uranium projects and
prospects in the United States of
America ("USA") (South
Dakota, Wyoming,
Utah and Colorado), with a primary focus of developing
in-situ recovery uranium projects. The Dewey Burdock in-situ
recovery uranium project in South Dakota,
USA (the "Dewey Burdock Project"), which is the company's
initial development priority, has received its Nuclear Regulatory
Commission License and Class III and Class V Underground Injection
Control permits from the Environmental Protection Agency and the
company is in the process of completing other major regulatory
permit approvals necessary for the construction of the Dewey
Burdock Project.
Cautionary Statements
Certain information contained herein constitutes forward-looking
information or statements under applicable securities legislation
and rules. All statements, other than statements of historical
fact, are forward-looking statements. Forward-looking statements
are frequently identified by such words as "may", "will", "plan",
"expect", "anticipate", "estimate", "intend", "indicate",
"scheduled", "target", "goal", "potential", "subject", "efforts",
"option" and similar words, or the negative connotations thereof,
referring to future events and results. Forward-looking
statements in this press release include, but are not limited to,
statements related to the anticipated completion of the
Transaction, the terms of the Transaction, the benefits of the
Transaction, the combined company, the directors and officers of
the combined company, the merits of the properties of enCore and
Azarga, the potential share consolidation and listing of the shares
of the combined company on a U.S. stock exchange and all statements
related to the business plans, expectations and objectives of
enCore and Azarga.
Forward-looking statements are based on the opinions and
estimates of management as of the date such statements are made and
are subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity,
performance or achievements of enCore and/or Azarga to be
materially different from those expressed or implied by such
forward-looking statements, including, but not limited to: any
inability of the parties to satisfy the conditions to the
completion of the Transaction on acceptable terms or at all;
receipt of necessary stock exchange, court and shareholder
approvals; the ability of enCore and Azarga to achieve their stated
goals and objectives; the costs associated with the companies'
objectives; risks and uncertainties related to the COVID-19
pandemic and measures taken to attempt to reduce the spread of
COVID-19; and the risks and uncertainties identified in enCore's
Management's Discussion and Analysis for the six months ended
June 30, 2021 and Azarga's Annual
Information Form for the year ended December
31, 2020, each filed on SEDAR at www.sedar.com. Although
management of each of enCore and Azarga has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking statements,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate. Accordingly, readers
should not place undue reliance on forward-looking statements.
Neither party will update any forward-looking statements or
forward-looking information that are incorporated by reference
herein, except as required by applicable securities laws. The
parties caution readers not to place undue reliance on these
forward-looking statements and it does not undertake any obligation
to revise and disseminate forward-looking statements to reflect
events or circumstances after the date hereof, or to reflect the
occurrence of or non-occurrence of any events.
This press release is not and is not to be construed in any way
as, an offer to buy or sell securities in the United States. The distribution of the
enCore common shares in connection with the transactions described
herein will not be registered under the United States Securities
Act of 1933 (the "U.S. Securities Act") and the enCore common
shares may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the U.S. Securities Act and
applicable state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
the enCore common shares, nor shall there be any offer or sale of
the enCore common shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Neither the TSX, the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX and TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
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SOURCE enCore Energy Corp.