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Powertech Uranium Corp. to Merge With Azarga Resources Limited to Create Azarga Uranium Corp.

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Powertech Uranium Corp. to Merge With Azarga Resources Limited to Create Azarga Uranium Corp.






Powertech Uranium Corp. (TSX:PWE) (FRANKFURT:PSA) and Azarga Resources Limited are pleased to announce that they have entered into a share purchase agreement pursuant to which Powertech will acquire all of the issued and outstanding common shares of Azarga in exchange for common shares of Powertech. Azarga currently owns 68,991,571 common shares of Powertech representing approximately 45% of the issued and outstanding Powertech Shares.

Upon completion of the Transaction:


--  Azarga would become a wholly-owned subsidiary of Powertech and the
    current Azarga shareholders would become Powertech shareholders holding
    approximately 77% of the Powertech Shares; 
--  Powertech would continue to carry on Azarga's business and change its
    name to "Azarga Uranium Corp."; 
--  Richard Clement, Powertech's President and Chief Executive Officer, and
    John Mays, Powertech's Chief Operating Officer, will each remain in
    their respective roles and Curtis Church and Blake Steele, currently
    members of Azarga's senior management team, would be added to
    Powertech's senior management team as VP International Operations and
    Chief Financial Officer, respectively; and 
--  Powertech's board of directors would be reconstituted to include the
    members of the existing Powertech board with the addition of certain
    representatives of the existing Azarga board, with the board expected to
    consist of Alexander Molyneux (Chairman), Richard Clement, Curtis
    Church, Douglas Eacrett, Malcom Clay, Paul Struijk, Matthew O'Kane and
    Joseph Havlin.



Richard Clement states, “Azarga has been our largest shareholder and main financier since mid-2013. The merger importantly brings cash and undrawn financing facilities with its assets that put Powertech in a much more robust position moving forward.”

Alexander Molyneux, Azarga’s Chairman, states, “The scale, diversification and committed financing associated with this Transaction creates a uranium play that provides shareholders with diversified exposure to a recovering sector.”

Key Benefits of the Transaction

The proposed Transaction brings a number of key benefits, including:


--  Increased scale - The addition of Azarga's assets will diversify the
    combined company's asset locations and will increase its resource base.
    Azarga and Powertech will work to provide updated information respecting
    those increased mineral resources as soon as possible, in compliance
    with the rules of the Toronto Stock Exchange and Canadian securities
--  Increased diversification - Azarga owns majority control (80%) of the
    Kyzyl Ompul deposit in the Kyrgyz Republic, and is the largest
    attributable shareholder of Black Range Minerals Ltd. (ASX:BLR) which
    owns the Hansen / Taylor Ranch deposit in Colorado, USA (34%(1)) and of
    Anatolia Energy Ltd. (ASX:AEK) which owns the Temrezli Project in Turkey
    (12%). Adding these significant interests is intended to reduce
    Powertech's exposure to permitting risk at Dewey Burdock;
--  Enhanced management and board of directors - The post-Transaction
    expanded board of directors and senior management team includes
    representation from Asia and brings significant experience in capital
    raising for exploration and development stage assets; and
--  Financial stability and strategic investors - Azarga's cash (currently
    approximately US$2.1 million) and undrawn capacity under its convertible
    note from Blumont Group Limited ("Blumont") (currently approximately
    US$11 million) will be available to the merged entity. The convertible
    note conversion price will be C$0.15 per Powertech Share, a significant
    premium to the pre-Transaction trading price. Azarga has a strong track
    record in raising capital through the uranium downturn, having raised
    approximately US$39 million of capital and undrawn commitments as a
    private company. Blumont, based in Singapore, is a major supporting
    shareholder and financier of Azarga. If the Transaction is completed, it
    would own approximately 11% of the merged entity and be the holder of
    the US$26 million partially drawn convertible notes loan.



Transaction Overview

Under the terms of the Share Purchase Agreement, Powertech will acquire all of the issued and outstanding shares of Azarga in exchange for Powertech common shares based on an exchange ratio equal to 3.65 Powertech Shares for each Azarga share. Immediately after the completion of the Transaction, Powertech intends to consolidate its outstanding shares on a basis to be agreed upon by Powertech and Azarga. On a pro forma, pre-consolidation basis, Powertech expects to have approximately:


--  364 million issued and outstanding common shares, of which approximately
    23% would be held by Powertech's current shareholders and approximately
    77% would be held by Azarga's shareholders; and 
--  55 million outstanding stock options and warrants to issue up to an
    additional 55 million common shares.



The Transaction has been unanimously approved by the board of directors of both Powertech and Azarga. Completion of the Transaction is expected to occur before July 31, 2014 and is conditional upon, among other things, receipt of all required approvals, including approvals of the Toronto Stock Exchange, the shareholders of Powertech and the shareholders of Azarga. Since Azarga currently owns approximately 45% of the issued and outstanding Powertech Shares, the Transaction is a related party transaction for Powertech and as such will require minority shareholder approval in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

Azarga also currently owns approximately 34%(2) of the shares of an Australian Stock Exchange listed company, Black Range Minerals Limited. Accordingly, in order to permit the ‘downstream acquisition’ of more than 20% of the voting shares of Black Range Minerals Limited by Powertech, the Transaction will also require either receipt of approval of Black Range Minerals Limited’s shareholders or a modification of the terms of the Australian Corporations Act from the Australian Securities and Investments Commission.

Voting Agreements

The executive officers and directors of Powertech will enter into voting agreements with Azarga pursuant to which they will agree to vote any Powertech Shares owned by them in favour of the Transaction.

Shareholder Meeting

Powertech will be calling a meeting of its shareholders to seek approval of, among other things, the issuance of its shares pursuant to the Share Purchase Agreement, the reconstitution of the Company’s board of directors, the share consolidation and the adoption of new security based compensation arrangements by Powertech. Powertech will issue a further news release when it mails a management information circular in respect of its shareholders’ meeting.

About Powertech Uranium Corp.

Powertech Uranium Corp. is a mineral exploration and development company that, through its South Dakota-incorporated subsidiary Powertech (USA), Inc., has holdings including the Dewey-Burdock Uranium Deposit in South Dakota, the Centennial Project in Colorado, and Dewey Terrace and Aladdin Projects in Wyoming.
(1) Currently 23%, increasing up to 34% subject to receipt of approval of the shareholders of Black Range Minerals Limited to the conversion of certain outstanding convertible loans pursuant to agreements between Azarga and Black Range Minerals Limited dated July 2, 2013 and October 26, 2013.
(2) See footnote 1 above.

Posted February 26, 2014

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