VANCOUVER, March 31, 2022 - Azincourt Energy Corp. ("Azincourt" or the "Company") (TSX.V: AAZ, OTCQB: AZURF, FSE: A0U2) is pleased to announce that it has closed a non-brokered private placement with certain institutional investors for proceeds of C$5,101,000 (the "Offering").
In connection with closing of the Offering, the Company has issued 63,762,500 flow-through units (each, a "FT Unit"). Each FT Unit was offered at a price of $0.08. Each FT Unit consists of one common share and one share purchase warrant entitling the holder to acquire an additional common share of the Company at a price of $0.10 until March 31, 2024.
The gross proceeds from the Offering will be used for Canadian exploration expenses (within the meaning of the Income Tax Act (Canada)), which will be renounced with an effective date of no later than December 31, 2022, to the purchasers of the FT Units. If the qualifying expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT Units for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the qualifying expenditures. It is expected that funds from the Offering will be applied directly to the current drill program at the East Preston uranium project, and the upcoming initial drill program at the Hatchet Lake uranium project, both located in Athabasca basin, Saskatchewan, Canada.
All securities issuable in connection with the Offering are subject to a statutory hold period, in accordance with applicable securities laws, until August 1, 2022. In connection with closing of the Offering, the Company paid finders' fees totaling $320,000 and issued 1,025,000 finder's shares and 5,025,000 finders' warrants. Each finders' warrant is exercisable into one common share of the Company at a price of $0.10 until March 31, 2024.
The Company also announces that its board of directors has approved a restructuring of the Company though a consolidation of its outstanding common share capital (the "Share Consolidation") on the basis of one (1) post-Share Consolidation common share for every two and one-half (2.5) pre-Share Consolidation common shares outstanding.
Assuming completion of the Share Consolidation on a 2.5-for-1 basis, the Company would have approximately 227,000,000 common shares outstanding. Completion of the Share Consolidation remains subject to the approval of the TSX Venture Exchange. The Share Consolidation is expected to be implemented on or before April 15, 2022, and the Company will provide further information on the effective date of the Share Consolidation once confirmed.
Any fractional interest in common shares resulting from the Share Consolidation will be rounded down to the nearest whole common share. Registered shareholders will receive a letter of transmittal from TSX Trust Company, Azincourt's transfer agent, with information on how to replace their old share certificates with the new share certificates. Brokerage firms will handle the replacement of share certificates on behalf of their shareholder's accounts.
About Azincourt Energy Corp.
Azincourt Energy 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 majority controlled joint venture East Preston uranium project in the Athabasca Basin, Saskatchewan, Canada, and the Escalera Group uranium-lithium project located on the Picotani Plateau in southeastern Peru.
ON BEHALF OF THE BOARD OF Azincourt Energy Corp.
Alex Klenman, President & CEO
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.
This press release includes "forward-looking statements", including forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Azincourt. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed, and actual future results may vary materially.
For further information please contact:
Alex Klenman, President & CEO
Azincourt Energy Corp.
1430 - 800 West Pender Street
Vancouver, BC V6C 2V6