AAZ Azincourt Energy Corp

Macusani Yellowcake Inc. (TSX VENTURE:YEL) (FRANKFURT:QG1) ("Macusani") and
Azincourt Uranium Inc. (TSX VENTURE:AAZ) ("Azincourt") are pleased to announce
that they have signed a non-binding letter of intent which contemplates the
acquisition by Macusani of all of Azincourt's adjacent uranium properties
located on the Macusani Plateau in south-eastern Peru in exchange for 68,350,000
common shares of Macusani (the "Transaction"). 


Synergies and Transaction Rationale

Completion of the Transaction is expected to result in substantial synergies,
creating significant value for both Macusani and Azincourt shareholders,
including:




--  On a pro-forma basis, after the acquisition, Macusani would control one
    of the largest undeveloped uranium projects in the world containing very
    large measured, indicated and inferred uranium resources, comprising the
    following: 
    
    --  Macusani's 31.47 M lbs of measured and indicated (M&I) contained
        U3O8 and 30.09 M lbs of inferred contained U3O8 (refer to Macusani
        preliminary economic assessment filed on SEDAR on January 15, 2014
        for details, including tonnage and grade, Footnote 1 and Table,
        below) and 
        
    --  Azincourt's historical 18.2 M lbs of M&I contained U3O8 and 17.4 M
        lbs of inferred contained U3O8 (refer to Azincourt News Release
        November 22, 2013 filed on SEDAR for details including tonnage and
        grade, Footnote 2 and Table, below) 
        
    --  For a total combined resource of 49.67 M lbs of M&I contained U3O8
        and 47.49 M lbs of inferred contained U3O8. 
        
--  Macusani expects that Azincourt's adjacent uranium resources can be
    easily incorporated into its existing mine plan as contemplated in its
    January 15, 2014 Preliminary Economic Assessment completed by GBM
    Minerals Engineering Consultants (the "PEA"), which could result in
    substantial development and operating efficiencies and economies of
    scale. See Map below. 
    
--  The PEA's base case evaluation shows attractive project economics,
    including a Pre-Tax Net Present Value of US $708 million ($417 million
    Post-Tax), a Pre-Tax IRR of 47.5% (32.4% Post-Tax) using an 8% discount
    rate and $65lb uranium price. Following the closing of the Transaction,
    it is anticipated that a new Preliminary Economic Assessment will be
    undertaken on the combined property portfolio, and Macusani and
    Azincourt currently believe that economic returns will be even stronger
    as a result of the operational synergies noted above.1  
    
--  By combining adjacent mineral property claims totalling over 949 km2 in
    one of the largest, most highly prospective uranium districts in the
    world, Macusani's position as the dominant landholder in the region
    would be further solidified. Macusani believes that the district offers
    exceptional exploration prospects. 
    
--  Combined Management team and Board of Directors following completion of
    the Transaction would be complementary, providing Macusani with deep
    expertise across key competencies including local operations management
    in Peru, uranium project development and exploration, relationship
    management with strategic investors and end-users as well as global
    finance and capital markets. 
    
--  The proposed Macusani Board will be closely aligned with shareholders
    through substantial equity ownership. 
    
--  Positions Azincourt shareholders to own two distinct uranium investments
    with different risk/return characteristics: Macusani, a pure-play,
    dominant uranium development company focused in Peru; and Azincourt, an
    Athabasca-focused uranium exploration company. 



1. Readers are cautioned that a PEA should not be considered to be a
pre-feasibility or feasibility study. The PEA is preliminary in nature and uses
inferred resources which are considered too speculative geologically to have
economic considerations applied to them that would enable them to be categorized
as mineral reserves. Mineral resources that are not mineral reserves do not have
demonstrated economic viability. There is no certainty that the results
predicted by this PEA will be realized. The mineral resource estimates, upon
which the PEA is based, could be materially affected by environmental,
geotechnical, permitting, legal, title, taxation, socio-political, marketing or
other relevant factors.


2. The historical estimate was prepared and reported under NI 43-101 by Henkle &
Associates entitled "Updated Technical Report of the Macusani Uranium
Exploration Project", dated October 25, 2011. The resource estimate was prepared
using polygon-area method cross-checked by inverse distance squared method, both
current industry standard methods. Azincourt will be filing an updated 43-101
report on the Minergia projects in May 2014. A qualified person has not done
sufficient work to classify the historical estimate as current mineral resources
or mineral reserves and neither Azincourt nor Macusani is treating the
historical estimate as current mineral resources or mineral reserves.


To view the Map of the Macusani Plateau, please visit the following link:
http://media3.marketwire.com/docs/940352a.pdf


Dr. Laurence Stefan, President and CEO of Macusani, stated: "This transaction is
a natural step in Macusani's evolution of becoming a developer of one of the
largest and most prospective uranium projects in the world. The synergies from
this transaction are obvious and offer the potential for substantial value
creation for both Macusani and Azincourt shareholders. Macusani over the years
has developed an exceptional uranium project and this transaction enhances our
project in a very significant manner. I look forward to the completion of this
transaction and working with Ted O'Connor in not only advancing our world-class
uranium project through feasibility and ultimately into production, but also in
raising the market's awareness about this unique and valuable asset."


Mr. Ted O'Connor, current President and CEO of Azincourt, stated: "From our
initial approach to Macusani it has been my opinion that this transaction
represents an inflection point for both Macusani and Azincourt from which a
pre-eminent uranium development company will emerge. As a former Director with
Cameco, I've had the opportunity to evaluate uranium projects all over the world
and I believe that the investment community will be very hard-pressed to
identify an investment opportunity in the uranium sector that is more attractive
in the context of the current market than Macusani. Once combined, Macusani will
offer one of the largest contiguous uranium resource bases, the potential for
substantial synergies from a combined mine plan and exploration upside which is
very rare to find. I look forward to joining the Macusani team and helping them
realize the value of this unique project in the marketplace over time."


Proposed Transaction Details

Under the proposed Transaction, it is currently contemplated that Macusani would
acquire 100% of Azincourt's subsidiary Minergia SAC in consideration for the
issuance to Azincourt of 68,350,000 common shares (the "Acquisition Shares"),
representing approximately 30% of the outstanding shares of Macusani
post-Transaction. The final structure of the Transaction is still to be
determined. It is expected that Azincourt would distribute the Acquisition
Shares to its shareholders on a tax efficient, pro rata basis (the
"Distribution") following the receipt of all necessary regulatory and
shareholder approvals and within five months of the closing of the proposed
Transaction. The Acquisition Shares would be restricted to exercising no more
than 19.9% of the voting rights attached to all common shares of Macusani until
the Distribution is completed. 


The letter of intent contemplates that Ted O'Connor, current President and CEO
of Azincourt, would be appointed as Chief Executive Officer of Macusani
following completion of the Transaction, and Laurence Stefan, current President
and CEO of Macusani, would serve as President and Chief Operating Officer. Mr.
O'Connor and Ian Stalker, Chairman of Azincourt, would also join a six member
board of directors of Macusani. 


Pursuant to the letter of intent, each party has granted the other an
exclusivity period until May 30, 2014 in which to complete due diligence and has
agreed not to solicit other proposals subject to the exercise by its board of
the board's fiduciary duties. The letter of intent permits either party to
terminate the letter of intent and enter into or pursue another transaction with
a third party that is deemed superior (after providing the other party with an
opportunity to match), upon payment of an expense reimbursement fee of $100,000.
The exclusivity period and expense reimbursement fee provisions in the letter of
intent are binding on the parties.


The companies have agreed to work towards the signing of definitive
documentation by May 30, 2014, and the proposed Transaction is expected to be
completed in June 2014, following all necessary approvals. 


The proposed Transaction remains subject to satisfactory due diligence
investigations by both parties, the entering into of a definitive agreement and
the satisfaction of customary closing conditions, including any necessary
regulatory approvals. There is no assurance that the proposed Transaction will
be completed, or if completed, that the terms may not change.


Cantor Fitzgerald Canada Corporation is acting as financial advisor to Macusani
and its board of directors and Haywood Securities Inc. is acting as financial
advisor to Azincourt and its board of directors.


Qualified Person

Mr. David Young, B.Sc. (Hons), FGSSA, FSAIMM, FAusIMM, Pr Sci Nat (No 400989/83)
of The Mineral Corporation, South Africa, an independent geological consulting
firm, is a Qualified Person as defined under National Instrument 43-101, and has
reviewed and approved the scientific and technical data contained in this press
release relating to Macusani.


Mr. Ted O'Connor, P.Geo., President and CEO of Azincourt and a qualified person
as defined by National Instrument 43-101, has reviewed and approved Azincourt's
scientific and technical information contained in this press release.


About Macusani Yellowcake Inc.

Macusani Yellowcake Inc. is a Canadian uranium exploration and development
company focused on the exploration of its properties on the Macusani Plateau in
southeastern Peru. The company owns a 99.5% interest in concessions that cover
over 90,000 hectares (900 km2) and are situated near significant infrastructure.
Macusani is listed on the TSX Venture Exchange under the symbol 'YEL' and the
Frankfurt Exchange under the symbol 'QG1'. The company has 159,473,613 shares
outstanding. For more information please visit www.macyel.com.


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. Azincourt has advanced exploration
projects and compliant uranium resources in southeastern Peru and the PLN
exploration project joint venture with Fission 3.0 in northern Saskatchewan.


Cautionary Statements 

Neither 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.


Forward Looking Information 

This news release includes certain forward-looking statements concerning the
future performance of Macusani's and Azincourt' business, operations and
financial performance and condition, as well as management's objectives,
strategies, beliefs and intentions. Forward-looking statements are frequently
identified by such words as "would", "may", "will", "plan", "expect",
"anticipate", "estimate", "intend" and similar words referring to future events
and results. Forward-looking statements are based on the current opinions and
expectations of management. All forward-looking information is inherently
uncertain and subject to a variety of assumptions, risks and uncertainties,
including the speculative nature of mineral exploration and development,
fluctuating commodity prices, competitive risks and the availability of
financing, as described in more detail in the both companies recent securities
filings available at www.sedar.com. Actual events or results may differ
materially from those projected in the forward-looking statements and Macusani
and Azincourt caution against placing undue reliance thereon. Specifically,
there is no assurance that (i) the proposed Transaction between Macusani and
Azincourt will be completed on the terms outlined, or at all; (ii) that any of
the anticipated synergies pertaining to combining their respective Peruvian
properties will be realized in the manner outlined above, or at all; or (iii)
the values forecasted in the PEA will be realized. Neither the companies nor
their management assume any obligation to revise or update these forward-looking
statements.


To view the Resource Estimate tables associated with this release, please visit
the following link: http://media3.marketwire.com/docs/940352_T1-2.pdf


FOR FURTHER INFORMATION PLEASE CONTACT: 
Macusani Yellowcake Inc.
Laurence Stefan, President & CEO
416-628-9600
laurence@macyel.com
www.macyel.com / Facebook: www.macyel.com/facebook/
Twitter: www.twitter.com/macusani/


Azincourt Uranium Inc.
Ted O'Connor
President & CEO
604-662-4955
ted@azincourturanium.com


Azincourt Uranium Inc.
Mario Vetro
Corporate Development and Investor Relations
604-662-4955
mario@azincourturanium.com
www.azincourturanium.com

Azincourt Energy (TSXV:AAZ)
Historical Stock Chart
From Apr 2024 to May 2024

Azincourt Energy (TSXV:AAZ)
Historical Stock Chart
From May 2023 to May 2024