CORPUS CHRISTI, TX / ACCESSWIRE / October 21, 2021 /(“enCore“) ( )(OTCQB:ENCUF) and (“Azarga“) ( )(OTCQB:AZZUF)(FRA:P8AA) are pleased to provide a corporate update including information concerning the definitive agreement (the “Agreement“) whereby enCore will acquire all of the issued and outstanding common shares of Azarga pursuant to a court-approved plan of arrangement (the “Transaction“). An Azarga information circular will be mailed on or before October 26, 2021 to Azarga shareholders of record as of October 12, 2021. The shareholder vote will be held on November 16, 2021 at 10:00 AM (Vancouver time) at the offices of Azarga at Unit 1 – 15782 Marine Drive, White Rock, BC, V4B 1E6.
Terms of the Agreement
Under the terms of the Agreement, Azarga shareholders will receive 0.375 common shares of enCore for each Azarga common share held (the “Exchange Ratio“) subject to adjustment as described in the information circular. The Exchange Ratio implied consideration of $0.71 per Azarga common share based on the closing price of the enCore common shares on the TSX Venture Exchange on September 3, 2021. Additional details may be found in the Azarga information circular.
- Creation of a top-tier American uranium in-situ recovery (“ISR”) mining company with multiple assets at various stages of development;
- Two licensed ISR production facilities and multiple potential satellite exploration and development projects in South Texas;
- Advanced stage Dewey Burdock development project in South Dakota with key federal permits issued;
- Recently published preliminary economic assessment for the Gas Hills project in Wyoming;
- Large uranium resource endowment in New Mexico including the Marquez-Juan Tafoya project, for which a recent preliminary economic assessment was published and the Crownpoint and Hosta Butte project;
- Well positioned to benefit from America’s nuclear renaissance, which boasts bi-partisan political support; and
- Management team and board with unrivaled experience in the permitting, development, and mining of ISR uranium deposits in the USA.
The proposed Transaction will be effected by way of a plan of arrangement completed under the Business Corporations Act (British Columbia). The Transaction will require approval by at least 66 2/3% of the votes cast by Azarga shareholders and, if required by Multilateral Instrument 61-101, a simple majority of the votes cast by Azarga shareholders excluding certain interested or related parties, in each case by shareholders present in person or represented by proxy at a special meeting of the shareholders of Azarga to be called in connection with the Transaction.
Closing of the Transaction 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, court and stock exchange approval.
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.
enCore also wished to recognize and thank Andrew Weekly of the SmithWeekly Group and Edward Sendrea of Gravedigger Capital Ltd. for providing the company with industry evaluation and consultation with regards to the company’s merger & acquisitions goals.
is a U.S. domestic uranium developer focused on becoming a leading in-situ recovery (“ISR”) uranium producer. The company is led by a team of industry experts with extensive knowledge and experience in the development and operations of in situ recovery uranium operations. enCore Energy’s opportunities are created from the company’s transformational acquisition of its two South Texas production facilities, the changing global uranium supply/demand outlook and opportunities for industry consolidation. These short-term opportunities are augmented by our strong long term commitment to working with local indigenous communities in New Mexico where the company holds significant uranium resources.
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 received 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.
Certain information contained herein constitutes forward-looking information or statements under applicable securities legislation and rules. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements are frequently identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend”, “indicate”, “scheduled”, “target”, “goal”, “potential”, “subject”, “efforts”, “option” and similar words, or the negative connotations thereof, referring to future events and results. Forward-looking statements in this press release include, but are not limited to, statements related to the anticipated completion of the Transaction, the terms of the Transaction, the benefits of the Transaction, the combined company, the directors and officers of the combined company, the merits of the properties of enCore and Azarga, the potential share consolidation and listing of the shares of the combined company on a U.S. stock exchange and all statements related to the business plans, expectations and objectives of enCore and Azarga.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of enCore and/or Azarga to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: any inability of the parties to satisfy the conditions to the completion of the Transaction on acceptable terms or at all; receipt of necessary stock exchange, court and shareholder approvals; the ability of enCore and Azarga to achieve their stated goals and objectives; the costs associated with the companies’ objectives; risks and uncertainties related to the COVID-19 pandemic and measures taken to attempt to reduce the spread of COVID-19; and the risks and uncertainties identified in enCore’s Management’s Discussion and Analysis for the six months ended June 30, 2021 and Azarga’s Annual Information Form for the year ended December 31, 2020, each filed on SEDAR at www.sedar.com. Although management of each of enCore and Azarga has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate. Accordingly, readers should not place undue reliance on forward-looking statements. Neither party will update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws. The parties caution readers not to place undue reliance on these forward-looking statements and it does not undertake any obligation to revise and disseminate forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events.
This press release is not and is not to be construed in any way as, an offer to buy or sell securities in the United States. The distribution of the enCore common shares in connection with the transactions described herein will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) and the enCore common shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the enCore common shares, nor shall there be any offer or sale of the enCore common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the TSX, the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX and TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
View source version on accesswire.com:
Nevada Copper Provides Update on Operational Advances
YERINGTON, Nev., Nov. 30, 2021 (GLOBE NEWSWIRE) — Nevada Copper Corp. (TSX: NCU) (OTC: NEVDF) (FSE: ZYTA) (“Nevada Copper” or the “Company”)…
YERINGTON, Nev., Nov. 30, 2021 (GLOBE NEWSWIRE) —( ) (OTC: NEVDF) (FSE: ZYTA) (“Nevada Copper” or the “Company”) today provided an update on its operations, including advances at the Company’s underground mine at its Pumpkin Hollow Project (the “Underground Mine”) and an update on its 2022 development plan.
Underground Mine Operations Highlights
- Lateral Development Rates Continue to Rise. The Company has advanced approximately 760 lateral equivalent feet in the past 30 days, a 20% increase in average daily footage from the previous 30 days. Lateral development continues on multiple headings, providing access to ore mining zones in the East South orebody and advancing development towards the East North orebody.
- Sugar Cube to be Blasted Shortly. The high-grade Sugar Cube zone is planned to be drilled in December and mining is expected to commence in early Q1 2022. This will be the first stope mined in the East North orebody, which is expected to have higher quality ground conditions and significantly larger stope sizes.
- Processing Plant Operating Well. The mill continues to run at design specifications with the grinding, flotation, thickening, and concentrate filtration circuits performing well mechanically. The Company anticipates increased production and recovery rates with the addition of the Sugar Cube zone to the processing plant’s ore feed in Q1 2022.
- Surface Ventilation Fans on Schedule. The surface ventilation fans are on schedule to arrive on site in approximately 3 weeks with installation and commissioning expected to be completed on time in line with the demands of the mine plan.
2022 Development Plan Update
- Open Pit Drilling and Progressing. With additional funding received from the Company’s recent public equity offering, the Company intends to undertake an infill drilling campaign and to update its open pit studies to reflect opportunities for increased scale, larger resource and other optimization workstreams. Further updates on the Company’s 2022 development plan will be released shortly.
“I am pleased with the operational advances we have achieved this month, as we build on the progress from Q3,” stated Randy Buffington, President and Chief Executive Officer. “Our development rates continue to increase on a weekly basis and will soon provide access to the larger high-grade stopes, which is expected to result in increased ore feed delivered to our fully operational processing plant for a step further in our ramp-up progression.”
The technical information and data in this news release was reviewed by Greg French, C.P.G., VP Head of Exploration of Nevada Copper, and Neil Schunke, P.Eng., a consultant to Nevada Copper, who are non-independent Qualified Persons within the meaning of NI 43-101.
About Nevada Copper
Nevada Copper ( ) is a copper producer and owner of the Pumpkin Hollow copper project. Located in Nevada, USA, Pumpkin Hollow has substantial reserves and resources including copper, gold and silver. Its two fully permitted projects include the high-grade Underground Mine and processing facility, which is now in the production stage, and a large-scale open pit project, which is advancing towards feasibility status.
Randy Buffington, President and CEO
For further information contact:
Rich Matthews, Investor Relations
+1 604 757 7179
This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to mine development, production and ramp-up objectives, equipment installation, drilling programs and the completion of a new feasibility study.
Forward-looking statements and information include statements regarding the expectations and beliefs of management. Often, but not always, forward-looking statements and forward-looking information can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements or information should not be read as guarantees of future performance and results. They are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and events to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information.
Such risks and uncertainties include, without limitation, those relating to: the ability of the Company to complete the ramp-up of the Underground Mine within the expected cost estimates and timeframe; requirements for additional capital and no assurance can be given regarding the availability thereof; the impact of the COVID-19 pandemic on the business and operations of the Company; the state of financial markets; history of losses; dilution; adverse events relating to milling operations, construction, development and ramp-up, including the ability of the Company to address underground development and process plant issues; ground conditions; cost overruns relating to development, construction and ramp-up of the Underground Mine; loss of material properties; interest rates increase; global economy; limited history of production; future metals price fluctuations; speculative nature of exploration activities; periodic interruptions to exploration, development and mining activities; environmental hazards and liability; industrial accidents; failure of processing and mining equipment to perform as expected; labor disputes; supply problems; uncertainty of production and cost estimates; the interpretation of drill results and the estimation of mineral resources and reserves; changes in project parameters as plans continue to be refined; possible variations in ore reserves, grade of mineralization or recovery rates from management’s expectations and the difference may be material; legal and regulatory proceedings and community actions; accidents; title matters; regulatory approvals and restrictions; increased costs and physical risks relating to climate change, including extreme weather events, and new or revised regulations relating to climate change; permitting and licensing; volatility of the market price of the Company’s securities; insurance; competition; hedging activities; currency fluctuations; loss of key employees; other risks of the mining industry as well as those risks discussed in the Company’s Management’s Discussion and Analysis in respect of the year ended December 31, 2020 and in the section entitled “Risk Factors” in the Company’s Annual Information Form dated March 18, 2021. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. The forward-looking information or statements are stated as of the date hereof. Nevada Copper disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding Nevada Copper’s business contained in Nevada Copper’s reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on Nevada Copper and the risks and challenges of its business, investors should review Nevada Copper’s filings that are available at www.sedar.com.
Nevada Copper provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.
Giyani Announces Filing of Final Prospectus for $10 Million Bought Deal Equity Offering and Amended Technical Report
Not for distribution to U.S. newswire services or for dissemination in the United States TORONTO, Nov. 30, 2021 (GLOBE NEWSWIRE) — Giyani Metals Corp….
Not for distribution to U.S. newswire services or for dissemination in the United States
TORONTO, Nov. 30, 2021 (GLOBE NEWSWIRE) —( , GR:A2DUU8) (“Giyani” or the “Company“), announces the filing of its final prospectus for its previously announced bought deal public offering of units to raise approximately $10 million (the “Offering“).
The Offering is led by Cormark Securities Inc. and Beacon Securities Limited (the “Co-Lead Underwriters“) pursuant to which the Co-Lead Underwriters have agreed to purchase 22,727,300 units (the “Units“) from the treasury of the Company, at a price of $0.44 per Unit for total gross proceeds to Giyani of approximately $10 million. Each Unit will consist of one common share of the Company (a “Common Share“) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Warrant“). Each Warrant will entitle the holder thereof to acquire one Common Share from the Company at a price of $0.60 per Common Share for a period of 24 months after the closing of the Offering.
The Offering is now expected to close on or about December 3, 2021.
Concurrent with the filing of the final prospectus, Giyani filed an updated and amended technical report, prepared in accordance with National Instrument 43-101 (“NI 43-101“), on its K.Hill manganese project in Botswana titled “A Mineral Resource Estimate For The Kgwakgwe Hill Manganese Project, Botswana.” The amended and restated technical report is being refiled to reflect comments received from the Staff of the Ontario Securities Commission as a part of the prospectus review process in connection with the Offering. The amended and restated technical report now includes further qualified person support for the use of proceeds, work programs and budgets of the Company disclosed in the final prospectus.
Giyani is a mineral resource company focused on becoming one of Africa’s first low-carbon producers of high-purity electrolytic manganese precursor materials, used by battery manufacturers for the expanding electric vehicle market, through the advancement of its manganese assets in the Kanye Basin in south-eastern Botswana (the “Kanye Basin Prospects“), through its wholly-owned Botswana subsidiary Menzi Battery (Pty) Limited. The Company’s Kanye Basin Prospects consist of 10 prospecting licenses and include the past producing Kgwakgwe Hill mine and project, referred to as the K.Hill Project, the Otse manganese prospect and the Lobatse manganese prospect, all of which have seen historical mining activities.
Additional information and corporate documents may be found on www.sedar.com and onwebsite at https://giyanimetals.com/
On behalf of the Board of Directors of
Robin Birchall, CEO
Robin Birchall CEO, Director
+44 7711 313019
VP Business Development
+44 7866 591 897
Corporate Secretary and Investor Relations
+1 416 453 8818
Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account of benefit of, persons in the United States or U.S. Persons.
Forward Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements in this news release, other than statements of historical fact, that address events or developments that Giyani expects to occur, are “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled”, “forecast”, “budget” and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. Specific forward-looking statements and forward-looking information herein includes completion of the Offering.
All such forward-looking statements are based on the opinions and estimates of the relevant management as of the date such statements are made and are subject to certain assumptions, important risk factors and uncertainties, many of which are beyond Giyani’s ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. In the case of Giyani, these facts include their anticipated operations in future periods, planned exploration and development of its properties, and plans related to its business and other matters that may occur in the future. This information relates to analyses and other information that is based on expectations of future performance and planned work programs.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: inherent exploration hazards and risks; risks related to exploration and development of natural resource properties; uncertainty in Giyani’s ability to obtain funding; commodity price fluctuations; recent market events and conditions; risks related to the uncertainty of mineral resource calculations and the inclusion of inferred mineral resources in economic estimation; risks in how the world-wide economic and social impact of COVID-19 is managed; risks related to governmental regulations; risks related to obtaining necessary licenses and permits; risks related to their business being subject to environmental laws and regulations; risks related to their mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title; risks relating to competition from larger companies with greater financial and technical resources; risks relating to the inability to meet financial obligations under agreements to which they are a party; ability to recruit and retain qualified personnel; and risks related to their directors and officers becoming associated with other natural resource companies which may give rise to conflicts of interests. This list is not exhaustive of the factors that may affect Giyani’s forward-looking information. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information or statements.
Giyani’s forward-looking information is based on the reasonable beliefs, expectations and opinions of their respective management on the date the statements are made, and Giyani does not assume any obligation to update forward looking information if circumstances or management’s beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking information. For a complete discussion with respect to Giyani and risks associated with forward-looking information and forward-looking statements, please refer to Giyani’s Annual Information Form, all of which are filed on SEDAR at www.sedar.com.
Aguila American Gold Announces Name Change
Vancouver, British Columbia–(Newsfile Corp. – November 30, 2021) – Aguila American Gold Limited (TSXV: AGL) (OTCQB: AGLAF) (WKN: A2DR6E) ("Aguila" or…
Vancouver, British Columbia–(Newsfile Corp. – November 30, 2021) –( ) (OTCQB: AGLAF) (WKN: A2DR6E) (“Aguila” or the “Company”) Mr. Mark Saxon, CEO, announces that effective December 3rd , 2021, the name of the Company will be changed to “Aguila Copper Corp.” The name change was approved by the board of directors, in accordance with the articles of the Company, and has been accepted by the TSX Venture Exchange. On December 3rd, 2021 , the Company’s common shares will commence trading on the TSX Venture Exchange under its new name “Aguila Copper Corp.” There is no change to the Company’s trading symbol “AGL.”
“We are pleased to announce the new name for the Company, which better reflects the current and future asset portfolio,” said Mr. Mark Saxon, President & CEO. “We see tremendous opportunity for the exploration and development of copper projects in supportive North American jurisdictions, and are pleased to play a role in the provision of the essential materials for the energy transition. We will soon transition to new website and brand.”
About Aguila American Gold Ltd () (OTCQB: AGLAF) (WKN: A2DR6E)
Aguila American Gold is an emerging copper and precious metal company enhancing shareholder value through exploration and discovery.
ON BEHALF OF THE BOARD,
President & CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Certain information set out in this news release constitutes forward-looking information. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Accordingly, the actual events may differ materially from those projected in the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, except as may be required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/105982
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