My friends at PowertechExposed.com are going to have to change their name. Hong Kong-based but British Virgin Islands-incorporated Azarga Resources is finalizing its takeover of the Canadian Powertech, the company that wants conduct in-situ leach mining for uranium in the southern Black Hills. Powertech will take on the new name Azarga Uranium Corp.
Technically, Powertech is acquiring Azarga. However, as Mark Watson and Adam Hurlburt reported on July 3, the deal looks much more like Azarga taking over Powertech. The structure of the deal is the typical dizzying shuffle of shares, debt, and tricky tax games. Jim Woodward reports that on June 30, Powertech shareholders voted to dilute their own ownership by issuing a big gob of new stocks that will make Australian businessmen Alex Molyneux and Curtis Church, and Singaporean investment firms Blumont Group Ltd. and Pacific Advisers Pte Ltd. the controlling shareholders. Molyneux is a key advisor to Blumont, which owns another British Virgin Islands company called Powerlite Ventures Limited, which holds the note on a loan of up to $26 million to Azarga, which debt Powertech/AUC now takes over via share conversion, which could make Powerlite/Blumont the majority stakeholder...
...which is all more than you may need to know if all you're worried about is stopping Powertech, Azarga, or anyone else from wrecking the Black Hills water supply, but which Powertech's shareholders and Canadian securities regulators might have wanted to know sooner:
When added to the 41 million Powertech/AUC shares already owned by Powerlite following the closing, Powerlite/Blumont could end up with a controlling stake of 51.7%. This possibility was not fully disclosed by Powertech in its May 13 meeting notice and information circular filed with Canadian securities regulators. This document is the primary source of information on the proposed transaction, and it is not clear why this potential change of control was not adequately disclosed [Jim Woodward, "Powertech Shareholders Approve Reverse Takeover by Australian and Singaporean Investors," PowertechExposed.com, 2014.07.20].
Powertech left out other information:
The Powertech information circular also does not discuss a current wide-ranging and unprecedented investigation of Blumont by Singapore’s white-collar police unit and central bank following a 95% drop in Blumont’s stock price in October 2013. Singapore police have requested three and a half years’ of corporate electronic data from the firm, as well as data storage devices belonging to Executive Director James Hong and Executive Chairman Neo Kim Hock in their probe of possible breaches of the Singapore Securities and Futures Act.
Also missing from the Powertech filing is any mention of Alex Molyneux’s role as a consultant and key advisor to Blumont’s board of directors, or his 2013 agreement, rescinded in April, to purchase 135 million shares of Blumont and become its Chairman [Woodward, 2014.07.20].
Rapid City businessman John Tsitrian has raised questions about Powertech/Azarga's exaggerations and omissions in statements to investors and securities regulators. This month's high-financial action makes Tsitrian all the more suspicious of this shaky deal and the shady characters casting their beady eyes on the Black Hills.
Perhaps the Nuclear Regulatory Commission, which takes public comment on the Powertech mining permit request August 18 in Hot Springs and holds an evidentiary hearing August 19–21 in Rapid City, should also be suspicious. Neither Powertech nor Azarga has ever received a permit to mine uranium. Molyneux is promoting a different mining technology called ablation. Adam Hurlburt raised the question last November of whether this change in ownership warrants a restart of the entire regulatory process:
It seems there’s a very real possibility the entity that drafted and submitted lengthy environmental reports, technical reports, economic impact reports, permit applications and more to the South Dakota Department of Environment and Natural Resources, the Environmental Protection Agency, and the Nuclear Regulatory Commission; the same entity that signed agreements with numerous private South Dakota landowners; the same entity that conducted several years of extensive research into the economic viability and safety of a proposed 17,800 acre in situ recovery mine set to pull roughly 8.4 million pounds of uranium out of the southern Black Hills over a nine year period; the same entity that’s assured the state of South Dakota and its citizens that it can do this successfully without adverse affects on the environment and its inhabitants may not be the same entity that actually does the mining, should all these permits be granted [Adam Hurlburt, "Who Are We Permitting?" Black Hills Pioneer, 2013.11.05].
Powertech assures us that the new owners will be bound by the same conditions set for Powertech by any previous permits. Woodward reports that a source says NRC staff aren't going to fret over the change in Powertech/Azarga control, even though no one at Azarga has experience with in-situ leach uranium mining.
Azarga appears not to know the specific mining activity for which it's seeking a permit, and its new property Powertech isn't doing a good job of informing investors and regulators of what's coming down the corporate pike. Those are two good reasons to be suspicious of the uranium mining these schemers are trying to bring to the Black Hills.