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enCore Energy and Azarga Uranium Receive Final Court Order Approving Plan of Arrangement and Commence Closing Process

EnCore Energy Corp. (TSXV:EU)(OTCQB:ENCUF) ("enCore") and Azarga Uranium Corp. (TSX:AZZ)(OTCQB:AZZUF)(FRA:P8AA) ("Azarga Uranium") are pleased to announce that Azarga Uranium has received a final order from the Supreme Court of British Columbia approving the previously announced plan of arrangement (the "Arrangement") whereby enCore will on closing acquire all of the issued and outstanding common shares of Azarga Uranium

Closing of the Arrangement is expected to occur on December 31, 2021, subject to customary closing conditions, including final stock exchange approval.

On closing of the Arrangement, the current board of directors and management of enCore and Azarga Uranium will remain unchanged.

About enCore Energy Corp.

enCore Energy Corp., a U.S. domestic uranium developer focused on becoming a leading in-situ recovery ("ISR") uranium producer, is led by a team of industry experts with extensive knowledge and experience in all aspects of ISR uranium operations. enCore Energy's initial opportunities are created from enCore's South Texas licensed and past-producing Rosita and Kingsville Dome ISR production facilities, under development, and multiple satellite projects in South Texas plus the changing global uranium supply/demand outlook and opportunities for industry consolidation. Large uranium resource endowments in New Mexico add to the asset base for long term growth and development opportunities.

About Azarga Uranium Corp.

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 Azarga Uranium's initial development priority, has been issued its Nuclear Regulatory Commission License and Class III and Class V Underground Injection Control permits from the Environmental Protection Agency and Azarga Uranium is in the process of completing other major regulatory permit approvals necessary for the construction of the Dewey Burdock Project.

For additional information:

enCore Energy Corp.
William M. Sheriff
Executive Chairman
972-333-2214
info@encoreuranium.com
www.encoreuranium.com

Azarga Uranium Corp.
Blake Steele
President & CEO
605-662-8308
info@azargauranium.com
www.azargauranium.com

Cautionary Statements

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 Arrangement and the terms of the Arrangement and receipt of certain regulatory approvals, including stock exchange approval.

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 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 Arrangement on acceptable terms or at all; receipt of necessary stock exchange approvals; the ability of enCore to achieve its stated goals and objectives; the costs associated with enCore's 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 each of enCore and Azarga Uranium's most recent Management's Discussion and Analysis, filed on SEDAR at www.sedar.com. Although management of enCore and Azarga Uranium have 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 enCore or Azarga Uranium will update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws. enCore and Azarga Uranium 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.

SOURCE: Azarga Uranium Corp.



View source version on accesswire.com:
https://www.accesswire.com/679231/enCore-Energy-and-Azarga-Uranium-Receive-Final-Court-Order-Approving-Plan-of-Arrangement-and-Commence-Closing-Process

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Encore Energy Announces Completion of Azarga Uranium Acquisition: Creation of Top Tier United States ISR Uranium Company

Encore Energy Announces Completion of Azarga Uranium Acquisition: Creation of Top Tier United States ISR Uranium Company

EnCore Energy Corp. ("enCore") (TSXV:EU)(OTCQB:ENCUF) and Azarga Uranium Corp. ("Azarga Uranium") (TSX:AZZ), (OTCQB:AZZUF), (FRA:P8AA) are pleased to announce the closing of the previously announced plan of arrangement (the "Arrangement") whereby enCore has acquired all of the outstanding shares of Azarga Uranium. The Arrangement consolidates an industry leading pipeline of exploration and development stage in-situ recovery ("ISR") projects, including two production licenses and focused uranium projects in preferred, permittable United States jurisdictions and resources of approximately 90 million pounds of U3O8 estimated in the measured and indicated categories and 9 million pounds of U3O8 estimated in the inferred category1

enCore's assets include the licensed Rosita & Kingsville production facilities in South Texas, the advanced-stage Dewey Burdock development project in South Dakota, which has been issued its key federal permits, the PEA-stage Gas Hills Project, located in Wyoming, and a dominant portfolio of large high quality ISR projects throughout Wyoming and New Mexico. The completion of the Arrangement is the second major acquisition by enCore within the past twelve months and represents a continuation of enCore's strategy to create the leading United States ISR uranium producer.

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EnCore Energy Corp. (TSXV:EU)(OTCQBENCUF) ("enCore") and Azarga Uranium Corp. (TSX:AZZ)(OTCQB:AZZUF)(FRA:P8AA) ("Azarga Uranium") are pleased to announce that enCore, a leading United States ("US") in-situ recovery ("ISR") uranium development company, has secured a second uranium purchase agreement with a Fortune 150 United States utility. enCore's business strategy is focused on advancing clean energy production, through the application of ISR in the US, and is advancing its South Texas uranium processing facility towards production. The uranium purchase agreement, which represents the second purchase agreement executed by enCore, is a four-year agreement commencing in 2024, and it covers up to 1.3 million pounds U3O8 based on market pricing with a ceiling price significantly higher than the current uranium spot market price

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EnCore Energy Corp. (TSXV:EU)(OTCQB:ENCUF) ("enCore") and Azarga Uranium Corp. (TSX:AZZ)(OTCQB:AZZUF)(FRA:P8AA) ("Azarga Uranium") are pleased to provide an update on enCore's modernization activities at the Rosita Central Processing Plant ("Rosita") in South Texas expected to be complete in Q22022. enCore has also continued to advance its Texas asset acquisition strategy focused on established, previously permitted, projects with known mineralization to augment enCore's existing pipeline of projects in proximity to Rosita. Confirmation and development drilling has commenced at the newly acquired Rosita Extension, much of which lies within the existing permit area. This development will provide mineral interpretation and resources for wellfield design in keeping with planned commencement of production activities in 2023

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Azarga Uranium Shareholders Approve Plan of Arrangement with enCore Energy

Azarga Uranium Shareholders Approve Plan of Arrangement with enCore Energy

Azarga Uranium CORP. (TSX:AZZ)(OTCQB:AZZUF)(FRA:P8AA) ("Azarga Uranium" or the "Company") is pleased to announce that the shareholders of Azarga Uranium (the "Shareholders") have approved the plan of arrangement ("Plan of Arrangement") with enCore Energy Corp. (TSXV:EU)(OTCQB:ENCUF) ("enCore") previously announced on 7 September 2021

The Plan of Arrangement was approved by 99.8% of the votes cast by holders of common shares of Azarga Uranium ("Azarga Uranium Shares"). In addition, the Plan of Arrangement was approved by a simple majority of the votes cast by Shareholders, excluding the votes cast in respect of the Azarga Uranium Shares held by certain related parties (as defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions).

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NexGen Achieves Major Permitting Milestone

  • The Canadian Nuclear Safety Commission ("CNSC") has notified NexGen of successful completion of final Federal technical review.
  • This is the key requirement to scheduling a Federal Commission Hearing date and subsequent Federal Project approval decision.
  • The Federal Environmental Assessment ("EA") and License represent the final major approval steps after having received Provincial EA approval in November 2023 .
  • In production, the Rook I Project is poised to make NexGen one of the world's largest and most environmentally conscious mining companies.

NexGen Energy Ltd. ("NexGen" or the "Company") (TSX: NXE) (NYSE: NXE) (ASX: NXG) is excited and proud to announce a major milestone in the Federal EA process for its 100%owned Rook I Project ("the Project"). The CNSC has provided NexGen formal confirmation that the Company has successfully addressed all information requests received as part of the Federal technical review. With completion of the CNSC technical review, the next and final steps in the Federal approval process include scheduling a Commission Hearing Date for the Project, subject to which the CNSC will render an approval decision on the Project.

NexGen Energy Ltd. Logo (CNW Group/NexGen Energy Ltd.)

This historic milestone marks a crucial step forward for the Project that has been undergoing Canada's robust and rigorous regulatory process since 2019. Completion of the Federal EA technical review stage follows the CNSC having deemed NexGen's Federal licence application sufficient in September 2023 , and receipt of Provincial EA approval in November 2023 . This development reinforces Canada's path to re-establish itself as the leader in global uranium supply and partner of choice.

Leigh Curyer, Chief Executive Officer, commented: "This exciting outcome is a testament to the exceptional efforts of our entire NexGen team, the collaborative support of our valued Indigenous Nation partners, and our transparent approach with the CNSC to ensure a robust and thorough review that meets the highest standards of environmental protection for the sustainable development of the Rook I Project. Since inception, our honest and innovative holistic approach to the successful development of this generational project has set new industry standards as to what is possible, whilst positively impacting all our valued stakeholders.

Together with the Clearwater River Dene Nation, Métis Nation – Saskatchewan Northern Region 2 and Métis Nation – Saskatchewan , Buffalo River Dene Nation, and Birch Narrows Dene Nation, we are construction ready to deliver transformative and unprecedented social, economic and environmental benefits to local communities, the Province of Saskatchewan, Canada , and the world.

We're not just developing a mine - we're building strong communities while shaping a sustainable and secure global energy future. With over $800 million in cash and liquid assets, we are ready pending a positive Commission decision with all activities required to immediately commence major site works in place."

NexGen is poised to propel Canada back to the forefront of global clean energy fuel production. The Rook I Project embodies NexGen's commitment to elite environmental performance, unprecedented community inclusion, and responsible alignment with global net-zero goals.

About NexGen

NexGen Energy is a Canadian company focused on delivering clean energy fuel for the future. The Company's flagship Rook I Project is being optimally developed into the largest, low-cost producing uranium mine globally, incorporating the most elite standards in environmental and social governance. The Rook I Project is supported by a NI 43-101 compliant Feasibility Study which outlines the elite environmental performance and industry leading economics. NexGen is led by a team of experienced uranium and mining industry professionals with expertise across the entire mining life cycle, including exploration, financing, project engineering and construction, operations, and closure. NexGen is leveraging its proven experience to deliver a Project that leads the entire mining industry socially, technically, and environmentally. The Project and prospective portfolio in northern Saskatchewan will provide generational long-term economic, environmental, and social benefits for Saskatchewan, Canada , and the world.

NexGen is listed on the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol "NXE," and on the Australian Securities Exchange under the ticker symbol "NXG," providing access to global investors to participate in NexGen's mission of solving three major global challenges in decarbonization, energy security, and access to power. The Company is headquartered in Vancouver, British Columbia , with its primary operations office in Saskatoon , Saskatchewan.

Cautionary Note to U.S. Investors

This news release includes Mineral Reserves and Mineral Resources classification terms that comply with reporting standards in Canada and the Mineral Reserves and the Mineral Resources estimates are made in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the Securities and Exchange Commission ("SEC") set by the SEC's rules that are applicable to domestic United States reporting companies. Consequently, Mineral Reserves and Mineral Resources information included in this news release is not comparable to similar information that would generally be disclosed by domestic U.S. reporting companies subject to the reporting and disclosure requirements of the SEC Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards.

Forward-Looking Information

The information contained herein contains "forward-looking statements" within the meaning of applicable United States securities laws and regulations and "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to estimates for CapEx, OpEx and a payback period of 12 months, the appointment of a lead lender group, the availability of financing for the Project, the advancement of detailed engineering and contract negotiations, bolstering the globe's uranium supply chains to meet the rising demand for nuclear energy, the timing and cost of reclamation, including as part of the UGTMF and after-tax free cash flow remaining materially consistent with the FS, Free Cash Flow, Payback Period and IRR relative to various uranium prices, the delivery of clean energy fuel for the future, the development of the largest low cost producing uranium mine globally and incorporating elite standards in environmental and social governance, delivering a project that leads the entire mining industry socially, technically and environmentally, providing generational long-term economic, environmental and social benefits for Saskatchewan, Canada and the world, planned exploration and development activities and budgets, the interpretation of drill results and other geological information, mineral reserve and resource estimates (to the extent they involve estimates of the mineralization that will be encountered if a project is developed), requirements for additional capital, capital costs, operating costs, cash flow estimates, production estimates, the future price of uranium and similar statements relating to the economics of a project, including the Rook I Project. Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.

Forward-looking information and statements are based on NexGen's current expectations, beliefs, assumptions, estimates and forecasts about its business and the industry and markets in which it operates. Forward-looking information and statements are made based upon numerous assumptions, including, among others, that financing for the Project will be available in a timely manner and on terms acceptable to the Company, the results of planned exploration and development activities will be as anticipated and on time; the price of uranium; the cost of planned exploration and development activities; that, as plans continue to be refined for the development of the Rook I Project, there will be no changes in costs, engineering details or specifications that would materially adversely affect its viability; that financing will be available if and when needed and on reasonable terms; that third-party contractors, equipment, supplies and governmental and other approvals required to conduct NexGen's planned exploration and development activities will be available on reasonable terms and in a timely manner; that there will be no revocation of government approvals; that general business, economic, competitive, social and political conditions will not change in a material adverse manner; the assumptions underlying the Company's mineral reserve and resource estimates and updated/revised CapEx, OpEx, SusEx, and pay back period; assumptions made in the interpretation of drill results and other geological information; the ability to achieve production on the Rook I Project; and other estimates, assumptions and forecasts disclosed in the Feasibility Study for the Rook I Project. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements were considered reasonable by management at the time they were made, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of NexGen to differ materially from any projections of results, performances and achievements of NexGen expressed or implied by such forward-looking information or statements, including, among others, negative operating cash flow and dependence on third-party financing, uncertainty of additional financing, the risk that pending assay results will not confirm previously announced preliminary results, the imprecision of mineral reserve and resource estimates, the price and appeal of alternate sources of energy, sustained low uranium prices, aboriginal title and consultation issues, development risks, climate change, uninsurable risks, reliance upon key management and other personnel, risks related to title to its properties, information security and cyber threats, failure to manage conflicts of interest, failure to obtain or maintain required permits and licences, changes in laws, regulations and policy, competition for resources, political and regulatory risks, general inflationary pressures, industry and economic factors that may affect the business, and other factors discussed or referred to in the Company's most recent Annual Information Form under "Risk Factors" and management's discussion and analysis under "Other Risks Factors" filed on SEDAR+ at www.sedarplus.ca and 40-F filed on Edgar at www.sec.gov   .

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or statements or implied by forward-looking information or statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers are cautioned not to place undue reliance on forward-looking information or statements due to the inherent uncertainty thereof. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/nexgen-achieves-major-permitting-milestone-302309673.html

SOURCE NexGen Energy Ltd.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2024/19/c8458.html

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