Macusani closes acquisition of Azincourt’s Minergia

Sep 5, 2014

Also News Release (C-AAZ) Azincourt Uranium Inc

Mr. Laurence Stefan of Macusani reports

MACUSANI YELLOWCAKE & AZINCOURT URANIUM ANNOUNCE COMPLETION OF ACQUISITION TRANSACTION AND FINANCING

Macusani Yellowcake Inc. and Azincourt Uranium Inc. have completed the previously announced acquisition by Macusani of all of Azincourt’s adjacent uranium properties located on the Macusani plateau in southeastern Peru.

Under the acquisition transaction, Macusani has acquired 100 per cent of Azincourt’s Peruvian subsidiary, Minergia SAC, in consideration for the issuance to Azincourt of 68.35 million common shares of Macusani, representing approximately 26.3 per cent of the outstanding shares of Macusani posttransaction (including completion of the financing transaction discussed below). Azincourt has agreed to distribute the acquisition shares to its shareholders on a pro rata basis within five months of the closing of the acquisition transaction following the receipt of all necessary regulatory and shareholder approvals. The acquisition shares will be restricted to exercising no more than 19.9 per cent of the voting rights attached to all common shares of Macusani until the distribution is completed. The acquisition shares are subject to a four-month hold period expiring Jan. 5, 2015.

In connection with the acquisition transaction, Macusani has raised an additional $1,660,916 from its non-brokered private placement financing of equity units for total gross proceeds, along with previously completed tranches, of $2,234,015.90. Each unit was offered at a price of seven cents and consisted of one common share of Macusani and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share of Macusani at a price of 10 cents for a period of 24 months following the closing of the financing. Net proceeds from the financing are anticipated to be used for property payments and payment of transaction costs and fees, and for working capital and general corporate purposes. Cash finders’ fees of $105,764.11 were paid to registered securities dealers in connection with the financing. All securities issued in the private placement are subject to a four-month hold period in Canada and such other hold periods in other jurisdictions applicable to the purchasers.

A director of Macusani has acquired 1.5 million units in the most recent tranche of the financing. As a result of the participation in the financing of the director, the financing was considered to be a “related-party transaction” as defined under Multilateral Instrument 61-101 and TSX Venture Exchange Policy 5.9. The transaction was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 and Policy 5.9, however, as neither the fair market value of the securities issued nor the cash consideration paid for such securities exceeded 25 per cent of Macusani’s market capitalization. The participants in the financing and the extent of such participation were not finalized until shortly prior to the completion of the financing. Accordingly, it was not possible to publicly disclose details of the nature and extent of related-party participation in the financing at least 21 days prior to the completion date.

Pursuant to the terms of the acquisition transaction, Ted O’Connor, current president and chief executive officer of Azincourt, has been appointed as chief executive officer of Macusani, and Laurence Stefan, current president and CEO of Macusani, has been appointed as president and chief operating officer. Mr. O’Connor and Ian Stalker, chairman of Azincourt, also join Alan Ferry, Mr. Stefan, Richard Patricio and Marc Henderson on the six-member board of directors of Macusani. To create vacancies on the board of directors for the appointment of Mr. O’Connor and Mr. Stalker, Jean-Pierre Chauvin and Aaron Keay have resigned as directors of Macusani, and the board of directors of Macusani wishes to thank them for their valuable service.

Azincourt advises that, in accordance with National Instrument 62-103, the early warning system and related takeover bids and insider reporting issues, it will be filing an early warning report in connection with its receipt of the acquisition shares of Macusani. Azincourt advises it did not act jointly with any other party in acquiring the acquisition shares. A copy of the early warning report will be found under Macusani’s profile on SEDAR.

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