/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
Symbol: AZM.TSX Venture
LONGUEUIL, QC, July 16, 2021 /CNW Telbec/ - Azimut
Exploration Inc. ("Azimut" or the "Company")
(TSXV: AZM) is pleased to announce that it has closed its
previously announced bought deal private placement financing (the
"Offering") for total gross proceeds of approximately
$28.75 million, consisting of
3,463,900 common shares of the Company that qualify as
"flow-through shares" (within the meaning of subsection 66(15) of
the Income Tax Act (Canada)
and section 359.1 of the Taxation Act (Québec)) (the "FT
Shares") at a price of $3.32 per
FT Share and 9,078,472 common shares of the Company on a
non-flow-through basis (the "Shares" and, together with the
FT Shares, the "Offered Shares") at a price of $1.90 per Share, which includes the
exercise of the underwriters' option to purchase 1,973,172
additional Shares.
Paradigm Capital Inc. acted as lead underwriter (the "Lead
Underwriter") in connection with the Offering with a syndicate
including Laurentian Bank Securities Inc. and Sprott Capital
Partners LP (together with the Lead Underwriter, the
"Underwriters"). As consideration for the services
provided by the Underwriters in connection with the Offering, the
Underwriters received: (a) a cash commission representing 6.0%
of the aggregate gross proceeds from sales of the Offered Shares
under the Offering (reduced to 3% for certain subscribers on the
president's list of the Company); and (b) non-transferable
compensation options, representing 4% of the total number of
Offered Shares sold under the Offering, each exercisable for one
common share of the Company at a price of $1.90 per share until January 16, 2023.
The Company will use an amount equal to the gross proceeds
received by the Company from the sale of the FT Shares, pursuant to
the provisions in the Income Tax Act (Canada) and the Taxation
Act (Québec), to incur eligible "Canadian exploration
expenses" that qualify as "flow-through mining expenditures" as
both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures")
on or before December 31, 2022, and
to renounce all the Qualifying Expenditures in favour of the
subscribers of the FT Shares effective December 31, 2021. In addition, with respect to
Québec resident subscribers of the FT Shares who are eligible
individuals under the Taxation Act (Québec), the
Canadian exploration expenses will also qualify for inclusion in
the "exploration base relating to certain Québec exploration
expenses" within the meaning of section 726.4.10 of the Taxation
Act (Québec) and for inclusion in the "exploration base
relating to certain Québec surface mining expenses or oil and gas
exploration expenses" within the meaning of section 726.4.17.2 of
the Taxation Act (Québec). The net proceeds from the
sale of the Shares will be used for exploration and for general
corporate purposes.
The strategic investor, who participated in the February 2020 private placement, also
participated in the Offering and following the Offering will have
pro-forma ownership of approximately 9.79%.
All securities issued in connection with the Offering are
subject to a statutory hold period in Canada expiring on November 17, 2021. The Offering remains subject
to final acceptance of the TSX Venture Exchange.
The securities have not been, and will not be, registered under
the Unites States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any U.S. state securities laws, and may
not be offered or sold in the Unites States without registration
under the U.S. Securities Act and all applicable state securities
laws or compliance with requirements of an applicable exemption
therefrom. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy securities in the Unites
States, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Azimut
Azimut is a mineral exploration company whose core business
centres on target generation and partnership development. The
Company is actively advancing the Patwon gold discovery on its
100%-owned flagship Elmer Property in the James Bay region.
The Company uses a pioneering approach to big data
analytics (the proprietary
AZtechMineTM expert system), enhanced by
extensive exploration know-how. Azimut maintains rigorous financial
discipline and has 81.7 million shares outstanding. Azimut's
competitive edge against exploration risk is founded on systematic
regional-scale data analysis and multiple concurrently active
projects.
Cautionary Statement
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 news release.
This news release includes certain "forward-looking statements"
which are not comprised of historical facts. Forward-looking
statements include estimates and statements that describe the
Company's future plans, objectives or goals, including words to the
effect that the Company or management expects a stated condition or
result to occur. Forward-looking statements may be identified by
such terms as "believes", "anticipates", "expects", "estimates",
"may", "could", "would", "will", or "plan". Since forward-looking
statements are based on assumptions and address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Although these statements are based on information
currently available to the Company, the Company provides no
assurance that actual results will meet management's expectations.
Risks, uncertainties and other factors involved with
forward-looking information could cause actual events, results,
performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking information.
Forward looking information in this news release includes, but is
not limited to, the Company's objectives, goals or future plans,
use of proceeds of the Offering, renunciation and tax treatment of
the FT Shares and receipt of final acceptance of the TSX Venture
Exchange for the Offering. Factors that could cause actual results
to differ materially from such forward-looking information include,
but are not limited to changes in equity markets, changes in
exchange rates, fluctuations in commodity prices, capital,
operating and reclamation costs varying significantly from
estimates and the other risks involved in the mineral exploration
and development industry, and those risks set out in the Company's
public documents filed on SEDAR. Although the Company believes that
the assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance
should not be placed on such information, which only applies as of
the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all. The
Company disclaims any intention or obligation to update or revise
any forward-looking information, whether as a result of new
information, future events or otherwise, other than as required by
law.
SOURCE Azimut Exploration Inc.