Synatom Agrees to Make Additional Strategic Investment in Powertech

Montag, 22.12.2008 14:05 von Hugin - Aufrufe: 692

VANCOUVER, BRITISH COLUMBIA and BRUSSELS, BELGIUM--(Marketwire -
December 22, 2008) - POWERTECH URANIUM CORP. ("Powertech" or the
"Company") (TSX: PWE)(FRANKFURT: P8A) and SOCIETE BELGE DE
COMBUSTIBLES NUCLEAIRES SYNATOM SA ("Synatom") are pleased to
announce that they have entered into a Loan Agreement, pursuant to
which Synatom has provided the Company with a bridge loan in the
amount of Cdn.$2,500,000 (the "Bridge Loan"). The Company has also
entered into a Private Placement Agreement (the "Private Placement
Agreement") with Powertech (USA) Inc. and Synatom pursuant to which
Synatom has agreed to make a strategic investment of Cdn.$9 million
by way of the purchase of a convertible debenture, subject to
necessary shareholder approval at a meeting of shareholders called
for that purpose. The Company intends to use the proceeds for working
capital and to advance its mineral properties towards production.
 
Terms of the Bridge Loan:
 
The Bridge Loan bears interest at the rate of 7% per annum, has a
maturity date of the earlier of: (i) January 31, 2010, and (ii) the
date on which the Company completes a debt or equity financing of not
less than $5,000,000, and is secured by a floating charge over all of
the Company's and its subsidiaries' present and after acquired
property and assets.
 
Terms of the Convertible Debenture:
 
Under the terms of the Private Placement Agreement, at closing, the
Company will issue a convertible debenture to Synatom in the
principal amount of Cdn.$9 million (the "Debenture"). It is a
condition of closing of the Debenture that the Bridge Loan is repaid.
 
The Debenture would bear interest at the rate of 7% per annum, be
compounded annually and will have a maturity date of December 19,
2011. The Debenture will be convertible into the Company's common
shares (the "Common Shares") at a fixed conversion price of $0.50 per
Common Share (the "Conversion Price") in certain circumstances. The
principal amount of the Debenture, plus accrued and unpaid interest
thereon, may be converted:
 
(a) by the Company in the event that the Company has obtained all of
the permits required to construct and operate either the Centennial
or the Dewey-Burdock project; or
 
(b) by Synatom at any time, provided that each conversion shall be a
minimum of $100,000 of the principal amount of the Debenture, until
(a) repayment in full by the Company of any outstanding principal and
interest outstanding on the Debenture, or (b) conversion upon the
request of the Company pursuant to (a) above.
 
Repayment of the Debenture will be secured by all of the security
granted by the Company and its subsidiaries in connection with the
Bridge Loan.
 
The closing of the Debenture transaction is subject to shareholder
approval and other customary closing conditions.
 
Anti Dilution and Governance Rights:
 
The Conversion Price and the number of Common Shares issuable upon
conversion of the Debenture are subject to customary anti-dilution
adjustments in the event of a subdivision, consolidation or
reclassification of the Common Shares or the issuance of Common
Shares to shareholders as a stock dividend.
 
In the event that the Debenture is approved by the Company's
shareholders, the Company has also agreed not to take certain
corporate actions without the consent of Synatom until the earlier
of: (i) the conversion of the entire Debenture into Common Shares in
accordance with the terms and conditions of the Debenture; and (ii)
the Maturity Date. These negative covenants are in addition to, and
not in substitution of, the negative covenants of the Company agreed
to in connection with the private placement in June, 2008.
 
Shareholder Approval and Other Related Transaction Agreements:
 
The Company will be seeking shareholder approval at a special meeting
(the "Special Meeting") of shareholders of the Company to be held on
or about February 5, 2009, for a special resolution (the "Special
Resolution") approving the issuance, effectiveness, terms and
conditions and conversion of the Debenture.
 
Each of Wallace M. Mays, the Wallace M. Mays 2006 Family Trust No. 1,
Richard F. Clement, Jr., the Clement Family Limited Partnership,
Thomas A. Doyle and Greg Burnett, which collectively own or exercise
direction or control over an aggregate of approximately 22.9% of the
outstanding Common Shares (calculated on a non-diluted basis), have
entered into a Voting Agreement with Synatom, dated December 19,
2008, whereby they have each agreed to vote their Common Shares in
favour of the Special Resolution. As required by the rules and
policies of the TSX and Multilateral Instrument 61-101 - Protection
of Minority Security Holders in Special Transactions ("MI 61-101"),
Synatom will not be voting any of the Common Shares that it owns at
the Special Meeting.
 
Further details of the private placement and the aforementioned
agreements will be contained in the management information circular
to be mailed to shareholders of the Company on or about January 9,
2009 in connection with the Special Meeting. As required by MI
61-101, the Company has engaged a valuator to prepare a formal
valuation of the Common Shares, the detail of which will be contained
in the management information circular.
 
Copies of the Loan Agreement, the Private Placement Agreement, the
Voting Agreement and the Debenture will be available on Sedar at
www.sedar.com.
 
About Societe Belge de Combustibles Nucleaires Synatom SA
 
Synatom is a subsidiary of Electrabel (www.electrabel.com), a leading
European energy company which has become the largest power company in
the Benelux market with a generating capacity of more than 30,000 MW.
Electrabel is 100% owned by GDF Suez, an international industrial and
services group (www.gdfsuez.com). Synatom manages the fuel cycle for
the Belgian nuclear power plants, including:
 
- the fuel cycle front-end management, i.e., the supply with enriched
uranium of the seven nuclear power units with an annual production of
around 45 TWh; and
 
- the fuel cycle back-end management, i.e., the management of all
activities in connection with spent nuclear fuel.
 
In addition, Synatom manages the reserves for the costs related to
spent fuel and the future dismantling of nuclear power plants.
Synatom's 2007 turnover amounted to 355.162 million Euros. For more
information, please visit www.synatom.com.
 
About Powertech Uranium Corp.
 
Powertech Uranium Corp. is a mineral exploration and development
company that, through its Denver-based subsidiary Powertech (USA),
Inc., holds the Dewey-Burdock Uranium Deposit in South Dakota, the
Centennial Project in Colorado and the Dewey Terrace and Aladdin
Projects in Wyoming. The Company's key personnel have over 200 years
of experience in the uranium industry throughout the United States,
and have permitted more than a dozen in-situ operations for
production. For more information, please visit
www.powertechuranium.com.
 
POWERTECH URANIUM CORP.
 
Richard F. Clement Jr., President& CEO
 
SOCIETE BELGE DE COMBUSTIBLES NUCLEAIRES SYNATOM SA
 
Robert Leclere, Chief Executive Officer
 
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of the content of this news release.
 
Contacts:
Powertech Uranium Corp.
Thomas A. Doyle
CFO, VP Finance
(604) 685-9181
(604) 685-9182 (FAX)
Email: info@powertechuranium.com
Website: www.powertechuranium.com
 
Societe Belge de Combustibles Nucleaires Synatom SA
Robert Leclere
CEO
+32.2.505.0701
Email: robert.leclere@synatom.com
Website: www.synatom.com
 
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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