AZINCOURT ENERGY CORP. (“Azincourt” or the
“Company”)
(TSX.V: AAZ), is pleased to announce it
has closed its non-brokered private placement consisting of
44,600,333 non-flow-through units (the “NFT Units”) offered at a
price of C$0.015 per NFT Unit and 14,599,998 flow through units
(the “FT Units”) offered at a price of C$0.015 per FT Unit (the
“Offering”) for gross proceeds of C$888,005.00.
Each NFT Unit is comprised of one common share
(a “Share”) and one common share purchase warrant (a “Warrant”).
Each FT Unit is comprised of one flow-through common share (a “FT
Share”) and one common share purchase Warrant. Each Warrant is
exercisable at a price of C$0.05 into one common share until
November 25, 2027.
The gross proceeds of the Private Placement will
be used for general working capital and exploration work on the
Company’s Snegamook Project. The gross proceeds will not be used
for any payments to non-arm’s length parties of the Company nor for
any payment relating to persons conducting investor relations
activities.
In connection with the closing the Company paid
finders’ fees totaling C$52,000.50. The securities issued under the
Offering are subject to a hold period under applicable securities
laws in Canada expiring four months and one day from November 25,
2024 and are subject to certain closing conditions including, but
not limited to, the receipt of all necessary approvals including
the final approval of the TSX Venture Exchange.
The FT Shares will qualify as “flow-through
shares” (within the meaning of subsection 66(15) of the Income Tax
Act (Canada) (the “Tax Act”)). An amount equal to the gross
proceeds from the issuance of the FT Shares will be used to incur
eligible resource exploration expenses which will qualify as (i)
“Canadian exploration expenses” (as defined in the Tax Act), and
(ii) as “flow-through critical mineral mining expenditures” (as
defined in subsection 127(9) of the Tax Act) (collectively, the
“Qualifying Expenditures”). Qualifying Expenditures in an aggregate
amount not less than the gross proceeds raised from the issue of
the FT Shares will be incurred (or deemed to be incurred) by the
Company on or before December 31, 2025 and will be renounced by the
Company to the initial purchasers of the FT Shares with an
effective date no later than December 31, 2024.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities 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 within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Azincourt Energy
Corp.
Azincourt is a Canadian-based resource company
specializing in the strategic acquisition, exploration, and
development of alternative energy/fuel projects, including uranium,
lithium, and other critical clean energy elements. The Company is
currently active at its joint venture East Preston uranium project
located in the Athabasca Basin, Saskatchewan, and the Big Hill
lithium project, located in southwestern Newfoundland.
ON BEHALF OF THE BOARD OF AZINCOURT
ENERGY CORP.
“Alex Klenman”Alex Klenman, President
& CEO
For further information please
contact:
Alex Klenman, President &
CEOinfo@azincourtenergy.com
Azincourt Energy Corp.1012 – 1030 West Georgia
StreetVancouver, BC V6E
2Y3www.azincourtenergy.com
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains “forward-looking
statements” or “forward-looking information” (collectively,
“forward-looking statements”) within the meaning of applicable
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as of the date of this news
release. Forward-looking statements include, but are not limited
to, statements relating to the use of proceeds and completion of
the Private Placement.
Forward-looking statements are subject to a
variety of known and unknown risks, uncertainties and other factors
that could cause actual events or results to differ from those
expressed or implied by forward-looking statements contained
herein. 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. Certain
important factors that could cause actual results, performance or
achievements to differ materially from those in the forward-looking
statements are highlighted in the “Risks and Uncertainties” in the
Company’s management discussion and analysis for the fiscal year
ended September 30, 2023, dated January 24, 2024, and also include
the risks that the Offering does not complete as contemplated, or
at all; that the Company does not complete any further offerings;
that the Company does not carry out exploration activities in
respect of its mineral project as planned (or at all); and that the
Company may not be able to carry out its business plans as
expected.
Forward-looking statements are based upon a
number of estimates and assumptions that, while considered
reasonable by the Company at this time, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies that may cause the Company’s actual financial
results, performance, or achievements to be materially different
from those expressed or implied herein. Some of the material
factors or assumptions used to develop forward-looking statements
include, without limitation: the future price of minerals;
anticipated costs and the Company’s ability to raise additional
capital if and when necessary; volatility in the market price of
the Company’s securities; future sales of the Company’s securities;
the Company’s ability to carry on exploration and development
activities; the success of exploration, development and operations
activities; the timing and results of drilling programs; the
discovery of mineral resources on the Company’s mineral properties;
the costs of operating and exploration expenditures; the presence
of laws and regulations that may impose restrictions on mining;
employee relations; relationships with and claims by local
communities and indigenous populations; availability of increasing
costs associated with mining inputs and labour; the speculative
nature of mineral exploration and development (including the risks
of obtaining necessary licenses, permits and approvals from
government authorities); uncertainties related to title to mineral
properties; assessments by taxation authorities; fluctuations in
general macroeconomic conditions.
The forward-looking statements contained in this
news release are expressly qualified by this cautionary statement.
Any forward-looking statements and the assumptions made with
respect thereto are made as of the date of this news release and,
accordingly, are subject to change after such date. The Company
disclaims any obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required by applicable securities laws. There can
be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements.
Neither the 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.
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