Azarga Uranium shareholders approve merger with enCore Energy
VANCOUVER, BC, November 17, 2021 / PRNewswire / – enCore Energy Corp. (TSXV: UE) (OTCQB: ENCUF) (the “SocietyOr “enCore”) is pleased to announce that the shareholders of Azarga Uranium Corp. (TSX: AZZ) (OTCQB: AZZUF) (FRA: P8AA) (“Azarga Uranium”) approved the plan of arrangement (the “Plan of Arrangement”) with enCore previously announced on September 7, 2021. The plan of arrangement was approved by 99.8% of the votes cast by the ordinary shareholders of Azarga Uranium. enCore Energy will organize an information session, via webinar, on Thursday, November 18, 2021 To 11:00 a.m. EST. Please register on: https://attendee.gotowebinar.com/register/5708536147519920651.
“enCore is very satisfied with the results of the shareholders’ vote of Azarga Uranium and will work closely with Azarga to complete the next steps in the closing of 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 United States. The two licensees Texas production plants, currently under revitalization, combined with more than 90 million 43-101 compliant pounds of uranium resources across Wyoming, South Dakota and New Mexico1 ideally positioned 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 the shareholders of Azarga Uranium, excluding the votes cast in respect of the shares of Azarga Uranium held by certain related parties (such as as defined by Regulation 61-101 – Protection of holders of minority securities in special transactions).
The British Columbia Supreme Court hearing for the final order approving the plan of arrangement is scheduled to take place 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, final approval of the transaction. stock Exchange. enCore Energy and Azarga Uranium are working together to finalize these regulatory approvals in order to complete the transaction.
Under the plan of arrangement, shareholders of Azarga Uranium will receive 0.375 common share of enCore for each common share of Azarga Uranium held (the “Exchange Ratio”). In addition, the Exchange Ratio will be subject to an adjustment mechanism at the close of the transaction (the “Closing Exchange Ratio”). The closing exchange ratio will be equal to the greater of the following: (i) the exchange ratio; or (ii) an exchange ratio calculated as $ 0.54 divided by the 15-day volume weighted average price of enCore prior to the closing of the transaction, subject to a maximum closing exchange ratio of 0.49 common share of enCore for each share of Azarga Uranium in circulation.
None of the securities to be issued in connection with the transaction has been or will be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any securities law of ‘a State, and no securities issuable in connection with the transaction should be issued based on the available exemptions from these registration requirements under Section 3 (a) (10) of the US Securities Act and the exemptions applicable 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 more information, please see Azarga Uranium’s voting results report, 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 United States of America (“UNITED STATES”) (South Dakota, Wyoming, Utah and Colorado), whose main objective is to develop uranium recovery projects in situ. The Dewey Burdock in situ uranium recovery project in South Dakota, United States (the “Dewey Burdock Project”), which is the Company’s initial development priority, has obtained its license from the Nuclear Regulatory Commission and its Class III and Class V underground injection control licenses from Environmental Protection. Agency and the Company are in the process of completing other major regulatory approvals required for construction of the Dewey Burdock project. For more information, please visit www.azargauranium.com.
About enCore Energy Corp.
enCore Energy Corp., a US national uranium developer aiming to become a major producer of recovered in situ (“ISR”) uranium, is led by a team of industry experts with extensive knowledge and experience of all aspects of ISR uranium operations. The first opportunities for enCore Energy are created from South Texas Rosita and Kingsville Dome ISR licensed and older production facilities, under development and several satellite projects in South Texas as well as the changing outlook for global uranium supply and demand and the opportunities for industry consolidation. The large endowments of uranium resources in New Mexico add to the asset base for long-term growth and development opportunities.
1. enCore Energy Corp. and Azarga Uranium Corp. Press release dated September 7, 2021.
SOURCE enCore Energy Corp.