Re: News Release - Friday, September 12, 2014
Title: Financing Facility with Azarga Resources and Amendment to Share Purchase Agreement
Powertech Uranium Corp. (TSX: PWE), pending a name change to Azarga Uranium Corp., ("Powertech" or the "Company") announces that Azarga Resources Limited ("Azarga") has agreed to make available to the Company an additional loan facility (the "Facility") in the amount of US$650,000 (the "Loan Amount") and that it has entered into an amendment to the Share Purchase Agreement dated February 25, 2014 with Azarga, whereby the parties agreed to amend the Original Agreement by extending the closing date to October 31, 2014.
The Facility provides for Azarga to make one or more advances of the Loan Amount to the Company (each, an "Advance") provided that: (a) there shall be only one Advance in any calendar month and (b) if Azarga and the Company cannot agree on the applicable amount of the Advance, the amount of the Advance will be US$200,000. On the closing date, Azarga will make an initial Advance of US$225,000 to the Company (the "Initial Advance"), and following the Initial Advance, the Company shall provide not less than five business days' prior written notice to Azarga of the amount of any subsequent Advance.
The Loan Amount matures two years after the date of the Initial Advance (the "Maturity Date") or on such earlier date as the principal amount of all Advances owing from time to time and all other amounts (collectively, the "Principal Amount") may become payable under the Loan Agreement, and may be repaid by the Company, in whole or in part, during the first 12 months following the Initial Advance, for an amount equal to 115% of the Principal Amount being repaid, and during the second 12 months, but on or before the Maturity Date, for an amount equal to 130% of the Principal Amount being repaid.
Subject to receipt of approval of the Toronto Stock Exchange (the "TSX"), the Principal Amount may be converted into Powertech shares ("Shares") as follows (each, a "Conversion"):
- by Azarga, at its option and any time after the earlier of (i) the board of directors of the Company (the "Board") approves a transaction (other than this transaction) which would result in a change of control of the Company or Powertech (USA), Inc. ("Powertech USA"), (ii) a change of control of the Company or Powertech USA, and (iii) the occurrence of an event of default under the Loan Agreement that is not cured within any applicable grace periods;
- by Azarga, at its option in whole or in part, at any time after the date that is nine months following the date of the Initial Advance;
- by the Company, in whole or in part, at any time on or before the Maturity Date; and
- automatically on the Maturity Date;
at a conversion price of CDN$0.06 per Share (the "Conversion Price"), subject to adjustment as provided for in the Facility.
The amount of Shares to be issued if the conversion is in the first 12 months after the Initial Advance will be equal to the number of Shares as determined by dividing the amount which is 115% of the outstanding Principal Amount by the Conversion Price, and if the conversion is in the second 12 months after the Initial Advance, will be equal to the number of Shares as determined by dividing the amount which is 130% of the outstanding Principal Amount by the Conversion Price. For the purposes of the Conversion, the Principal Amount shall be converted into Canadian dollars at the time of Conversion at an exchange rate of CDN$1.10 per USD$1.00 of Principal Amount.
The Company has also entered into an amendment to the Share Purchase Agreement with Azarga. Further to the Company's News Release of February 26, 2014, wherein it announced that it will acquire all of the issued and outstanding common shares of Azarga in exchange for common shares of Powertech (the "Transaction") pursuant to a Share Purchase Agreement dated February 25, 2014 (the "Original Agreement"), it has entered into an Amendment to the Share Purchase Agreement dated September 11, 2014 with Azarga, whereby the parties agreed to amend the Original Agreement by extending the closing date to October 31, 2014, or such other date as agreed to by the parties. In all other respects, the terms of the Original Agreement remain the same.
Closing of the Transaction remains subject to, among other things, approval of the TSX and the satisfaction of the other conditions to closing set out in the Share Purchase Agreement, as amended. The Transaction was approved by the shareholders of Powertech at the annual general and special meeting of shareholders held on June 30, 2014, as announced in the Company's news release dated June 30, 2014.
About Powertech Uranium Corp.
Powertech is a mineral exploration and development company that owns the Dewey Burdock Uranium Project in South Dakota, the Centennial Deposit in Colorado, and Dewey Terrace and Aladdin Exploration Prospects in Wyoming. On June 30, 2014 shareholders approved a merger with Azarga Resources Limited to become Azarga Uranium Corp.
For more information please visit www.powertechuranium.com.
POWERTECH URANIUM CORP.
Per: "Richard F. Clement"
Richard F. Clement Jr.,
President & CEO
For further information, please contact:
John Mays, Chief Operating Officer
Powertech (USA) Inc.
+1 303 790-7528
Mark Hollenbeck, Dewey-Burdock Project Manager
Powertech (USA) Inc.
+1 605 685-3376
Email: info@powertechuranium.com
Jenya Mesh, Manager, Investor and Public Relations
Azarga Resources Limited
+1 416 625-6686 or + 852 6466 6218
jenya@azargaresources.com
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Facility and the expectations of management regarding the Transaction's completion, including without limitation approval of the Toronto Stock Exchange and shareholders of Azarga and satisfaction of the other closing conditions set out in the Share Purchase Agreement. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) the risk that the Company does not complete the proposed Transaction for any reasons whatsoever, (2) a downturn in general economic conditions in North America and internationally, (3) the inherent uncertainties and speculative nature associated with uranium exploration, including the actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, possible variations in grade and ore densities or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents or other risks of the mining industry, (4) a decrease in the demand for and/or a decrease in the price of uranium, (5) an increase in the operating costs associated with the extraction and processing of the uranium, (6) any number of events or causes which may delay or cease exploration and development of the Company's property interests, such as environmental liabilities, weather, mechanical failures, safety concerns and labour problems, (7) the risk that the Company does not execute its business plan, (8) inability to retain key employees, (9) inability to finance operations and growth, (10) any change in the law, regulatory or political environment which would negatively affect the Company's operations or its ability to obtain all necessary environmental and regulatory approvals, licenses and permits, including Toronto Stock Exchange approval of the Transaction, (11) an increase in the number of competitors with larger resources, and (12) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and, except as required by applicable securities laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements. Additional information about these and other assumptions, risks and uncertainties are set out in the "Risks and Uncertainties" section in the Company's MD&A filed with Canadian security regulators at www.sedar.com.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.
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