Azarga Uranium Corp.
TSX : AZZ
OTC PINK : PWURF
FRANKFURT : P8AA

Azarga Uranium Corp.

June 01, 2016 20:00 ET

Azarga Uranium Announces Annual General and Special Meeting of Shareholders

GREENWOOD VILLAGE, COLORADO--(Marketwired - June 1, 2016) - Azarga Uranium Corp. (TSX:AZZ)(OTC PINK:PWURF)(FRANKFURT:P8AA) ("Azarga Uranium" or the "Company") will hold its annual general and special meeting (the "Meeting") of the Company's shareholders (the "Shareholders") at 10:00 a.m. (Pacific Standard Time) on June 30, 2016, at the offices of Blake, Cassels & Graydon LLP, located at Suite 2600 - 595 Burrard Street, Vancouver, British Columbia.

The proxy materials for the Meeting are available on the internet as the Company has decided to use the notice and access model ("Notice and Access") in order to reduce paper use and reduce the Company's printing and mailing costs. Under Notice and Access, instead of receiving printed copies of the Company's management information circular ("Information Circular"), audited financial statements for the year ended December 31, 2015 and the management's discussion and analysis for the year ended December 31, 2015 (collectively, the "Meeting Materials"), Shareholders will receive a notice with information on how they may access those Meeting Materials electronically. Registered Shareholders will receive a proxy form and non-registered Shareholders will receive a voting instruction form enabling them to vote at the Meeting. Shareholders are reminded to review the Information Circular and other proxy materials before voting. Shareholders may obtain additional information about Notice and Access by calling toll free at 1-888-828-1202.

The Meeting will be held for the following purposes:

1. to place before the Meeting the audited financial statements of Azarga Uranium for the financial period ended December 31, 2015, and accompanying report of the auditors;
2. to appoint BDO Canada LLP as the auditors of Azarga Uranium for the fiscal period ending December 31, 2016;
3. to authorize the board of directors to fix the remuneration to be paid to the auditors for the fiscal period ending December 31, 2016;
4. to set the number of directors of Azarga Uranium until the next annual general meeting of Azarga Uranium at seven (7);
5. to elect Richard F. Clement, Jr., Matthew O'Kane, Apolonius (Paul) Struijk, Curtis Church, Joseph Havlin, Alexander Bayer and Kim Huatt Ng as directors of Azarga Uranium until the next annual general meeting of the Shareholders;
6. to consider and, if thought appropriate, pass an ordinary resolution of Shareholders authorizing and approving the settlement of an aggregate of US$44,400 owed by the Company to three employees and one independent consultant of the Company by the issuance to such employees and consultant of the number of Class A common shares of Azarga Uranium (each, a "Share") equal to the amount of debt to be settled, as expressed in Canadian dollars using contractually agreed exchange rates, divided by a deemed price of C$0.60 per Share, with the exception of Shares to be issued to the one independent consultant, which will be divided by the five day volume weighted average price of the Shares for the five day period immediately preceding the share issuance, subject to a floor of $0.30 per Share;
7. to consider and, if thought appropriate, pass an ordinary resolution of disinterested Shareholders of the Company authorizing and approving the issuance of 812,500 Shares (collectively, the "Bonus Shares") to certain insiders, employees and a former employee, who was an employee when the Bonus Shares were earned, of the Company as a bonus at a deemed price per Bonus Share equal to the market price of the Shares on the date of issuance of the Bonus Shares; and
8. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

For detailed information with respect to each of the above matters, Shareholders may refer to the following subsections in the Information Circular: "Number of Directors", "Election of Directors", "Appointment of Auditors" and "Particulars of Matters to be Acted Upon".

The Company will mail paper copies of the Meeting Materials to those registered and beneficial Shareholders who have previously elected to receive paper copies of the Company's Meeting Materials. All other Shareholders will receive a Notice and Access notification, which will contain information on how they may access the Meeting Materials electronically in advance of the Meeting.

The board of directors of the Company has fixed May 16, 2016 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular as filed on SEDAR on May 25, 2016.

Accessing Meeting Materials Online: The Meeting Materials (and the financial statement request card, which is included in the proxy and voting instruction forms) can be viewed online under the Company's profile at www.sedar.com, or on the Company's website at www.azargauranium.com.

Requesting Printed Meeting Materials: Shareholders may request paper copies of the Meeting Materials by first class mail, courier or the equivalent at no cost to the shareholder. Requests by email to jennifer.yu@azargauranium.com or by calling toll free at 1-888-828-1202 may be made up to one year from the date the Information Circular was filed on SEDAR. For Shareholders who wish to receive paper copies of the Information Circular in advance of the voting deadline, requests must be received by the Company no later than June 10, 2016.

Voting Process:

Registered Shareholders may vote in person at the Meeting or by proxy as follows: (1) by telephone (call the toll free number indicated on the proxy form and follow the instructions), (2) on the internet (go to the website indicated on the proxy form and follow the instructions), or (3) by mail (complete the form of proxy and return it in the envelope provided). Registered Shareholders must return their duly completed and executed proxy before 10:00 am (Pacific Standard Time) on Tuesday, June 28, 2016, or no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting.

Non-registered Shareholders may vote by completing and submitting their voting instruction form as follows: (1) by telephone (call the toll free number indicated on the voting instruction form and follow the instructions), (2) on the internet (go to the website indicated on the voting instruction form and follow the instructions), or (3) by mail (complete the voting instruction form and return it in the envelope provided). For Shareholders who received their voting instruction form from Computershare Investor Services Inc. ("Computershare"), the deadline for Computershare to receive a duly completed and executed voting instruction form or instructions by telephone or over the internet is 10:00 am (Pacific Standard Time) on Tuesday, June 28, 2016, or no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting. For Shareholders who received their voting instruction form from anyone else, the deadline to submit a duly completed and executed voting instruction form or instructions by telephone or over the internet is 10:00 am (Pacific Standard Time) on Monday, June 27, 2016, or no later than seventy-two (72) hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting. Please carefully read the voting instruction form to ensure you do not miss the appropriate deadline.

All Shareholders who choose to vote by telephone cannot appoint any person other than the officers named on the form of proxy as their proxy holder. Shareholders who return their proxy or voting instruction form, as applicable, via the internet or mail, can appoint another person, who need not be a shareholder, to represent them at the Meeting by writing their name in the blank space provided on the form of proxy, completing their voting instructions and dating and submitting the form.

About Azarga Uranium Corp.

Azarga Uranium is a mineral development company that controls six uranium projects, deposits and prospects in the United States of America (South Dakota, Wyoming and Colorado) and the Kyrgyz Republic, together with investment holdings in Uranium Resources, Inc. and Western Uranium Corporation. The Dewey Burdock Project in South Dakota (the "Project"), which is the Company's initial development priority, has received its Nuclear Regulatory Commission License and the Company is in the process of completing all other major regulatory permit approvals necessary for operation of the Project, including those from the Environmental Protection Agency and the South Dakota Department of Natural Resources.

For more information please visit www.azargauranium.com.

Follow us on Twitter at @AzargaUranium.

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