Merger with Azarga Resources and $5.0m Financing Complete; Name change to Azarga Uranium Corp. and Share Consolidation CompleteOctober 29, 2014 6:13 am
|GREENWOOD VILLAGE, COLORADO–(Marketwired – Oct. 29, 2014) – Powertech Uranium Corp. (now Azarga Uranium Corp.) (TSX:PWE) (“Azarga Uranium”, “Powertech” or the “Company”) has completed the merger with Azarga Resources Limited (“Azarga Resources”) in accordance with the terms and conditions of the Share Purchase Agreement dated 25 February 2014, as amended, between the Company and Azarga Resources (the “Transaction”) and the private placement financing for gross proceeds of approximately $5.0 million (the “Financing”). In connection with the closing of the Transaction and the Financing, the Company has changed its name from “Powertech Uranium Corp.” to “Azarga Uranium Corp.” (the “Name Change”) and completed a consolidation of its outstanding common shares on the basis of one (1) post-consolidation share for ten (10) pre-consolidation shares (the “Consolidation”).The Company is expected to commence trading under its new name, stock symbol “AZZ” on a post-consolidation basis on 31 October 2014, subject to confirmation by the Toronto Stock Exchange (the “TSX”). The TSX is expected to issue a bulletin confirming the date on which the securities of the Company will commence trading under the new stock symbol and giving effect to the Name Change and Consolidation.
The Company advises that the closing conditions for the Transaction have been fulfilled pursuant to the Share Purchase Agreement dated 25 February 2014, as amended, whereby the Company acquired all of the issued and outstanding common shares of Azarga Resources in exchange for common shares of Powertech. The Transaction was approved by the shareholders of Powertech on 30 June 2014.
Concurrently with the closing of the Transaction, the Company closed its Financing, which was previously announced on 10 September 2014. The Company raised gross proceeds of approximately $5.0 million pursuant to the Financing through the issuance of 8,338,134 post-Consolidation units (“Units”), each Unit consisting of one post-Consolidation common share and one-half of a common share purchase warrant (“Warrant”). Each whole Warrant will entitle the holder to purchase one post-Consolidation common share at an exercise price of $1.00 per share until 28 October 2016. Accounting for the Consolidation adjustment, the Units subscribed for pursuant to the Financing were subscribed for at $0.60 per Unit. Finder’s fees in connection with the Financing comprised of $145,617 and 242,696 post-Consolidation shares. The net proceeds of the Financing have been released from escrow.
On closing of the Transaction, the Financing and the Consolidation (the “Closing”), 59,403,732 common shares will be issued and outstanding (other than shares to be surrendered for cancellation by Azarga Resources and 360,661 post-Consolidation shares to be issued on settlement of deferred compensation). The undiluted capitalization of the Company after Closing is as follows:
All securities issued pursuant to the Transaction are subject to a 24 month escrow and will be released from escrow as follows: Nil on the closing date, 25% of the escrowed securities 12 months after the closing date and the remaining escrowed securities 24 months after the closing date. All securities issued pursuant to the Financing are subject to a hold period expiring 1 March 2015. The listing of the new securities issued pursuant to the Transaction and the Financing remain subject to final TSX approval as discussed above.
In order to receive share certificates in Azarga Uranium reflecting the Consolidation and name change, former shareholders of Azarga Resources and current shareholders of the Company are required to tender their old share certificates in Azarga Resources and Powertech, as applicable, to the Company’s transfer agent, Computershare Trust Company of Canada, in accordance with the instructions provided in the letters of transmittal to be sent to such shareholders. Any questions should be directed to the transfer agent by telephone toll free in North America at 1-800-564-6253 or by email to corporateactions@
About Azarga Uranium Corp.
Azarga Uranium is a mineral development company that owns six uranium projects, deposits and prospects in USA (South Dakota, Wyoming and Colorado) and Kyrgyzstan together with investment holdings in Anatolia Energy Limited ((ASX:AEK) – 12%) and Black Range Minerals Limited ((ASX:BLR) – 19%). The Dewey Burdock Project in South Dakota is the main initial development priority, which has received its final NRC License.
For more information please visit http://www.azargauranium.com.
Follow us on Twitter at @AzargaUranium.
AZARGA URANIUM CORP.
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