Macusani Yellowcake Inc.

TSX VENTURE : YEL
FRANKFURT : QG1


Macusani Yellowcake Inc.
Azincourt Uranium Inc.

TSX VENTURE : AAZ
FRANKFURT : A0U


Azincourt Uranium Inc.

September 04, 2014 17:30 ET

Macusani Yellowcake & Azincourt Uranium Announce Completion of Acquisition Transaction and Financing

TORONTO, ONTARIO--(Marketwired - Sept. 4, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Macusani Yellowcake Inc. (TSX VENTURE:YEL)(FRANKFURT:QG1) ("Macusani") and Azincourt Uranium Inc. (TSX VENTURE:AAZ)(FRANKFURT:A0U) ("Azincourt") announced that they have completed the previously announced acquisition by Macusani of all of Azincourt's adjacent uranium properties located on the Macusani Plateau in south-eastern Peru (the "Acquisition Transaction").

Under the Acquisition Transaction, Macusani has acquired 100% of Azincourt's Peruvian subsidiary, Minergia S.A.C., in consideration for the issuance to Azincourt of 68,350,000 common shares of Macusani (the "Acquisition Shares"), representing approximately 26.3% of the outstanding shares of Macusani post-transaction (including completion of the Financing transaction discussed below). Azincourt has agreed to distribute the Acquisition Shares to its shareholders on a pro rata basis (the "Distribution") 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% 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 January 5, 2015.

In connection with the Acquisition Transaction, Macusani has raised an additional C$1,660,916 from its non-brokered private placement financing of equity units ("Units") for total gross proceeds along with previously completed tranches of C$2,234,015.90 (the "Financing"). Each Unit was offered at a price of C$0.07 and consisted of one common share of Macusani and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional common share of Macusani at a price of C$0.10 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 finder's fees of C$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 4-month hold period in Canada and such other hold periods in other jurisdictions applicable to the purchasers.

A director of Macusani has acquired 1,500,000 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 ("MI 61-101") and TSX Venture Exchange policy 5.9 ("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% 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 CEO 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, Laurence 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 Messrs. O'Connor and 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 Take Over 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 www.sedar.com.

The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.

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 concessions that cover over 101,030 hectares (1,010.3 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 currently has 259,738,126 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 currently holds 10% and is earning up to a 50% interest in the PLN exploration project joint venture with Fission 3.0 in northern Saskatchewan.

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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: use of funds; and the business and operations of Macusani after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, and shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. There is no assurance that either the proposed Acquisition Transaction or private placement of Units will be completed as stated above, or at all. Accordingly, readers should not place undue reliance on forward-looking statements. Macusani and Azincourt disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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