AZARGA URANIUM CORP. (TSX:AZZ) (“Azarga Uranium” or the “Company”) announces that Blake Steele has been appointed as the Company’s President and Chief Executive Officer and that Richard Clement has resigned as the Interim Chief Executive Officer. Mr. Steele has been with the Company for over three years and was formerly the Chief Financial Officer and Corporate Secretary of the Company. Mr. Clement will continue to serve as the Company’s Chairman.
Azarga Uranium has engaged Golden Oak Corporate Services Ltd. to provide the services of Dan O’Brien, who has been appointed to the role of Chief Financial Officer and Doris Meyer, who has been appointed to the role of Corporate Secretary.
Dan O’Brien is a CPA, CA with fifteen years’ experience, of which, the last five years have been as the Chief Financial Officer for exploration and development companies listed on the Toronto Stock Exchange (“TSX”) and TSX Venture Exchange. Prior to that, Mr. O’Brien was a senior manager at a leading Canadian accounting firm where he specialized in the audit of public companies in the mining and resource sector. Doris Meyer has over 30 years’ experience as both a Chief Financial Officer and Corporate Secretary in the mining industry.
Azarga Uranium also announces the resignation of Curtis Church from the Company’s Board of Directors and as the Company’s Vice President International Operations. The Company’s Board of Directors takes this opportunity to thank Mr. Church for his years of service and contributions to the Company.
Private Placement
Azarga Uranium intends to issue 3,000,000 units (each, a “Unit”) at a price of $0.25 per Unit to raise proceeds of $750,000 through a non-brokered private placement (the “Financing”) to solidify the Company’s cash position in advance of receiving monthly cash payments, expected to commence in the first quarter of 2018, from the Kyzyl Ompul earn-in agreement (see the Company’s 2 August 2017 press release).
The Company intends to use the proceeds of the Financing to continue to advance the Dewey Burdock in-situ recovery uranium project (the “Dewey Burdock Project”) towards construction, to identify additional uranium resources at the Dewey Burdock and Dewey Terrace (located adjacent to the Dewey Burdock Project) Projects through the analysis of historical data (see the Company’s 31 October 2017 press release) and for general working capital purposes.
Each Unit consists of one common share of the Company (each, a “Share”) and one-half of one Share purchase warrant (each whole warrant, a “Warrant”). One Warrant entitles the holder thereof to purchase one Share of the Company at a price of $0.35 per Share for a period of three years from the closing of the Financing. The Shares issued in connection with the Financing will be subject to a four-month and a day hold period. In addition, the Financing is subject to the approval of the TSX. Finder’s fees will be payable on a portion of the Financing.
Certain insiders of the Company (the “Purchasing Insiders”) are expected to purchase Units pursuant to the Financing. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), a purchase by the Purchasing Insiders would be a “related party transaction”. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Financing in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as neither the fair market value of the securities received by such parties nor the proceeds for such securities received by the Company exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101.
In addition, an insider of the Company is expected to sell 1,000,000 freely tradable common shares of the Company to an arm’s length third party and subscribe for 1,000,000 Units in the Financing (the “Transaction”). The issuance of the Warrants to the insider pertaining to the Transaction will be subject to disinterested shareholder approval, in addition to approval of the TSX.
About Azarga Uranium Corp.
Azarga Uranium is an integrated uranium exploration and development company that controls six uranium projects, deposits and prospects in the United States of America (South Dakota, Wyoming and Colorado) and the Kyrgyz Republic. The Dewey Burdock in-situ recovery uranium project in South Dakota (the “Dewey Burdock Project”), which is the Company’s initial development priority, has received its Nuclear Regulatory Commission License and draft Class III and Class V Underground Injection Control (“UIC”) permits from the Environmental Protection Agency (“EPA”) and the Company is in the process of completing other major regulatory permit approvals necessary for the construction of the Dewey Burdock Project, including the final Class III and Class V UIC permits from the EPA.
