Azincourt to Acquire Advanced Peruvian Uranium Company
22 Noviembre 2013 - 12:00AM
Marketwired Canada
AZINCOURT URANIUM INC. ("Azincourt" or "the Company") (TSX VENTURE:AAZ) a
Saskatoon based uranium exploration company, announces that it has entered into
definitive share purchase agreements dated November 20, 2013 with each of: (a)
Cameco Corporation (TSX:CCO) and its wholly-owned subsidiary Cameco Global
Exploration Ltd. ("Cameco"); and (b) Vena Resources Inc. (TSX:VEM) ("Vena") for
the acquisition of 100% of the issued shares of Minergia S.A.C. ("Minergia") a
private Peruvian company (the "Acquisition"). Minergia owns 100% of the rights
and interests in the advanced stage Macusani and early stage Munani uranium
exploration projects in the Puno department of south-eastern Peru covering a
combined area of 14,700 hectares (the "Projects").
Acquisition Summary
-- Azincourt to purchase 100% of Minergia from Cameco and Vena for total
consideration of $2 million in cash and Azincourt shares.
-- Over $12 million spent by Minergia on project exploration work between
2007-2011.
-- Minergia has defined 18 million lbs U3O8 current mineral resources
(measured and indicated) and 17 million lbs U3O8 inferred, to September
2011.
-- Exploration and processing work by Minergia and others in the Macusani
region suggests potential for future low cost production.
-- Additional targets exist on the projects and Azincourt is committed to
advancing the resources, targets and to developing the Macusani region.
-- Vena's Chairman and CEO, Juan Vegarra to join Azincourt board as an
independent director.
Macusani Project Highlights
-- Advanced-stage 4,900 hectare project
-- October 2011 NI 43-101 compliant report calculated(i) in-place U3O8
resources of:
-- 5.7 million pounds in the measured category
-- 12.5 million pounds indicated
-- 17.4 million pounds inferred
-- $12 million of prior exploration work
(i)Cut-off of 90.72 ppm (0.18 pounds/ton)
Munani Project Highlights
-- Early-stage 9,600 hectare project.
-- Uranium mineralization identified in both sandstone and intermediate
volcanic rock outcrops.
-- Detailed airborne surveys and ground prospecting complete.
-- Initial drill targets already established and prioritized.
Ted O'Connor, the Company's President and CEO, stated "Based on the work by
Minergia and others in the region, we believe the Macusani region has tremendous
exploration up- side. In particular, the uranium resources already identified
have the future potential to be developed as open pit, acid heap leach
operations with low capital and operating costs. This forms part of Azincourt's
plan to acquire strong projects and in-ground uranium resources now in order to
capitalize on the future uranium market turnaround and complements our excellent
Athabasca Basin PLN Joint Venture project with Fission Uranium."
Macusani Project Key Details
More than $12,000,000 of exploration work has been conducted at the 4,900
hectare project. This includes 37,958 metres of exploration drilling in 232
diamond drill holes targeting anomalies generated through systematic
scintillometer surveying. Five individual target areas were drilled with the
bulk of the drilling concentrated on the Tantamaco prospect.
The Macusani uranium deposits are hosted in the uppermost Yapamayo member of the
Quenamari volcanics, a series of peraluminous alkaline ignimbritic rhyolite to
rhyodacite extrusive volcanic rocks up to 500 m thick. The Pliocene Quenemari
volcanics (ca. 6-21 Ma) filled a distinct caldera-like graben approximately 40
km's in diameter to form a present day plateau. All known uranium deposits and
most uranium occurrences are located near the northeastern edge of the caldera,
exclusively in the Yapamayo member.
Mineralization at the Macusani project consists primarily of yellowish-green
hexavalent (U+6) minerals autunite and meta-autunite. Mineralization occurs
within brittle fractures and disseminated into the host volcanic rocks.
Disseminated mineralization also forms discrete subhorizontal lenses within
certain Yapamayo member volcanic flow units.
Munani Project Key Details
The Munani project covers an area of 9,600 hectares. Minergia has completed
regional and detailed scintillometer prospecting and Alpha Cup radon surveys
over the project area as well as detailed geological mapping, sampling and
limited trenching. Uranium mineralization has been found in both sandstone and
intermediate volcanic rock outcrops on the project. The Munani project has never
been drill tested, but targets have been established and prioritized for future
drilling.
Proposed Acquisition of Minergia S.A.C
Under the terms of the separate Share Purchase Agreements, the Company has
agreed, subject to the satisfaction of certain conditions precedent to acquire
each of Cameco's and Vena's 50% of the issued capital of Minergia in exchange
for consideration of C$1,000,000 payable to each of Cameco and Vena as follows:
i. C$750,000 worth of common shares of the Company, being 2,525,252 common
shares (the "Consideration Shares") calculated based on the volume
weighted average trading price of the Company's common shares on the TSX
Venture Exchange (the "Exchange") for the 10 trading days immediately
prior to signing of the Share Purchase Agreements; and
ii. C$250,000 in cash.
The Consideration Shares to be issued to both Cameco and Vena will be subject to
a statutory hold period of four months and one day from the date of their
issuance. In addition, the Consideration Shares issued to Vena will be subject
to voluntary resale restrictions for a period of one year from the date of
issuance, following which Vena's Consideration Shares will become freely
tradable as to 15% of the Consideration Shares on the 12 month anniversary of
their issuance and an additional 15% on each of the 15th, 18th and 21st and 24th
month anniversaries of their issuance with the remaining 25% on the 27th month
anniversary of the issuance date.
The Acquisition is at arm's length and no finder's fee is payable in relation to
the Acquisition.
The parties' obligations to complete the Acquisition are subject to the
satisfaction of standard conditions precedent including:
a. the receipt of all necessary approvals of the Exchange and all other
regulatory authorities and third parties to the Acquisition;
b. the Company completing all necessary due diligence on Minergia and the
mineral concessions making up the Projects; and
c. the receipt of legal opinions from Peruvian counsel as to certain
corporate matters relating to Minergia and the Projects.
Summary of the Macusani Project
The following is a summary of the Macusani Project is based upon a NI 43-101
compliant report authored by Henkle & Associates, entitled "Updated Technical
Report of the Macusani Uranium Exploration Project", dated October 25, 2011 and
addressed to Vena, which was filed in November 2011 under Vena's SEDAR profile.
The Macusani Project contains partially drill defined uranium deposits, and is
comprised of nine non-contiguous mineral concessions covering a combined total
area of 4,900 hectares. The Project is located approximately 650 kilometres
southeast of Lima and about 230 kilometres by road north of the city of Juliaca.
Access to the Project is from the Interoceanico Highway ("IH"), a tarred road
that passes about 11 kilometres, directly to the east of Minergia's exploration
camp. The Company's exploration camp is located in the pueblo of Isivilla, near
the center of the Project area. Access from the IH, to the concessions is via a
network of gravel roads, all of which are passable by a two-wheel drive vehicle.
Uranium in the Macusani Project Area is hosted in ignimbritic volcanic
rhyolites, and is found in both fractures and as disseminated crystals within
distinct mineralized zones. Mineralized zones are correlatable as distinct
strata/elevation related zones, from drill hole to drill hole, much as a
supergene blanket is in a copper deposit. To date, five separate prospects have
been defined containing potentially economic mineralization in both Level A and
Level B rock units within the Macusani Project area.
Little exploration activity had taken place on the Macusani Project prior to
Vena's involvement in 2006. In 2006, Vena commenced scintillometer prospecting,
radon and surface outcrop sampling over various IPEN ("Instituto Peruano de
Energia Nuclear", an agency within the Peruvian Ministry of Energy and Mines)
uranium showings.
The total amount of drilling at the Macusani Project area since 2006 is 232 core
holes for a total of 37,958 m. A breakdown of drill statistics for each of the
prospects within the Project Area is shown in the following table:
----------------------------------------------------------------------------
PROSPECT # CORE HOLE METRES DRILLED
----------------------------------------------------------------------------
Tantamaco 128 core holes 23,287 m
----------------------------------------------------------------------------
Nueva Corani 57 core holes 6,961 m
----------------------------------------------------------------------------
Isivilla 27 core holes 3,597 m
----------------------------------------------------------------------------
Tuturumani 11 core holes 2,484 m
----------------------------------------------------------------------------
Calvario Real 9 core holes 1,629 m
----------------------------------------------------------------------------
TOTAL 232 core holes 37,958 m
----------------------------------------------------------------------------
Based upon drilling and assaying to date, the report writer calculated the
following resource estimate over the five drilled prospects making up the
Macusani Project: http://media3.marketwire.com/docs/913276.pdf.
The Minergia projects have not seen active exploration drilling for the past two
years and have been on care and maintenance due to depressed uranium market
conditions. Azincourt is working with the existing Minergia team and Vena to
develop a meaningful program and budget to restart active exploration work in
Peru. The 2014 plans will include completing the necessary community agreements
and all required permitting work to recommence diamond drilling of existing
targets on the projects.
Board Appointment
Concurrently with the completion of the Acquisition, the Company intends to
appoint Mr. Juan Vegarra as an independent director. Mr. Vegarra is a founder
and the Chairman and CEO of Vena Resources Inc. Mr. Vegarra is a native of Peru
and continues to foster his significant base of contacts within both the
Peruvian government and the mining industry. Prior to his appointment as
Chairman and CEO of Vena Resources in 2003, Mr. Vegarra enjoyed a successful
career as a Microsoft executive. He holds an engineering bachelor degree from
the University of Maryland as well as an MBA from the University of Washington.
Qualified Person
The technical information in this news release has been prepared in accordance
with the Canadian regulatory requirements set out in National Instrument 43-101
and reviewed on behalf of the company by Ted O'Connor, P.Geo. President and CEO
of Azincourt Uranium Corp., a qualified person.
The TSX Venture Exchange has in no way passed upon the merits of the proposed
Acquisition and has neither approved nor disapproved the contents of this press
release.
About Azincourt Uranium Inc.
Azincourt Uranium Inc. is a Canadian based resource company specializing in the
strategic acquisition, exploration and development of uranium properties and is
headquartered in Vancouver, British Columbia. Its common shares are listed on
the TSX Venture Exchange under the symbol "AAZ".
ON BEHALF OF THE BOARD OF AZINCOURT URANIUM INC.
Ted O'Connor, CEO and President
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.
This press release includes "forward-looking statements", including forecasts,
estimates, expectations and objectives for future operations that are subject to
a number of assumptions, risks and uncertainties, many of which are beyond the
control of Azincourt. Investors are cautioned that any such statements are not
guarantees of future performance and that actual results or developments may
differ materially from those projected in the forward-looking statements. Such
forward-looking information represents management's best judgment based on
information currently available. No forward- looking statement can be guaranteed
and actual future results may vary materially.
FOR FURTHER INFORMATION PLEASE CONTACT:
Azincourt Uranium Inc.
Dwane Brosseau
Investor Relations
Direct: 604 662 4955
dwane@azincourturanium.com
www.azincourturanium.com
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