Azarga Uranium Shareholders Approve Merger with enCore Energy
Azarga Uranium Shareholders Approve Merger with enCore
Energy
VANCOUVER, BC
,
Nov. 17, 2021
/CNW/ -
enCore Energy Corp.
(TSXV: EU) (OTCQB: ENCUF) (the "
Company
" or
"enCore") is pleased to announce that the shareholders of Azarga Uranium Corp. (TSX: AZZ) (OTCQB: AZZUF) (FRA: P8AA)
("Azarga Uranium") have approved the plan of arrangement (the "Plan of Arrangement") with enCore previously announced on
September 7th
, 2021. The Plan of Arrangement was approved by 99.8% of the votes cast by holders of common shares of
Azarga Uranium. enCore Energy will host an information session, via webinar, on
Thursday, November 18, 2021
at
11 AM
EST
. Please register at:
https://attendee.gotowebinar.com/register/5708536147519920651
.
"enCore is very pleased with the results of the Azarga Uranium shareholder vote and will be working closely with Azarga to
complete the next steps to close this transaction," said
William M. Sheriff
, Executive Chairman. "Upon closing of this
transaction, enCore Energy will have established itself as one of the leading in-situ recovery uranium development companies in
the United States
. The two licensed
Texas
production plants, now under revitalization, combined with over 90 million 43-101
compliant pounds of uranium resources across
Wyoming
,
South Dakota
and
New Mexico
1
ideally position enCore to advance
clean energy sources in the nuclear renaissance."
In addition, the Plan of Arrangement was approved by a simple majority of the votes cast by Azarga Uranium shareholders,
excluding the votes cast in respect of the Azarga Uranium shares held by certain related parties (as defined by Multilateral
Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
).
The British Columbia Supreme Court hearing for the final order to approve the Plan of Arrangement is expected to occur on
November 19, 2021
. Closing of the Plan of Arrangement 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, the final
stock exchange approval. enCore Energy and Azarga Uranium are working together to complete these regulatory approvals in
order to close the transaction.
In connection with the Plan of Arrangement, the Azarga Uranium shareholders will receive 0.375 common shares of enCore for
each Azarga Uranium common share held (the "Exchange Ratio"). Additionally, the Exchange Ratio will be subject to an
adjustment mechanism at the closing of the transaction (the "Closing Exchange Ratio"). The Closing Exchange Ratio shall be
equal to the greater of: (i) the Exchange Ratio; or (ii) an exchange ratio calculated as
$0.54
divided by enCore's 15-day
volume-weighted average price prior to the closing of the transaction, subject to a maximum Closing Exchange Ratio of 0.49
common shares of enCore for each share of Azarga Uranium outstanding.
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.
For further information, please see Azarga Uranium's Report of Voting Results, which is filed on SEDAR at
www.sedar.com
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 been issued 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. For more information, please visit
www.azargauranium.com
.
About enCore Energy Corp.
enCore Energy Corp., a U.S. domestic uranium developer focused on becoming a leading in-situ recovery ("ISR") uranium
producer, is led by a team of industry experts with extensive knowledge and experience in all aspects of ISR uranium
operations. enCore Energy's initial opportunities are created from the Company's
South Texas
licensed and past-producing
Rosita and Kingsville Dome ISR production facilities, under development, and multiple satellite projects in
South Texas
plus the
changing global uranium supply/demand outlook and opportunities for industry consolidation. Large uranium resource
endowments in
New Mexico
add to the asset base for long term growth and development opportunities.
1.
enCore Energy Corp. and Azarga Uranium Corp. News Release dated
September 7, 2021
.
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enCore Energy Corp.
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For further information:
For additional information: William M. Sheriff, Executive Chairman, 972-333-2214,
[email protected], www.encoreuranium.com
CO: enCore Energy Corp.
CNW 14:18e 17-NOV-21