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Azincourt Energy Announces Amendments to Private Placement Under the Listed Issuer Financing Exemption (LIFE) and Share Consolidation

Financings Corporate Actions

Azincourt Energy Announces Amendments to

Private Placement Under the Listed Issuer

Financing Exemption (LIFE) and Share

Consolidation

Vancouver, British Columbia--(Newsfile Corp. - December 15, 2025) -

AZINCOURT ENERGY

CORP.

(TSXV: AAZ) (OTCQB: AZURF)

("

Azincourt

" or the "

Company

"), announces, further to its

news release dated December 2, 2025, that in connection with the proposed non-brokered private

placement (the "

Offering

"), under the Listed Issuer Financing Exemption, of a minimum of 15,000,000

units (each, a "

Unit

") and up to a maximum of 30,000,000 Units at a price of $0.05 per Unit for minimum

gross proceeds of approximately $750,000 and up to a maximum gross proceeds of approximately

$1,500,000, the Company intends to file an amended and restated offering document related to the

Offering (the "

Amended and Restated

Offering Document

") that will be accessible under the

Company's profile at

www.sedarplus.ca

and on the Company's website at:

https://www.azincourtenergy.com/

. The Amended and Restated Offering Document will reflect (1) the

Amended Share Consolidation (as defined below) and (2) revised proposed finder's fee terms that the

Company may pay to eligible third-parties who have assisted with introducing subscribers to the

Offering. All other terms of the Offering will remain the same. Prospective investors should read the

Amended and Restated Offering Document before making an investment decision. Closing of the

Offering remains subject to the approval of the TSX Venture Exchange and completion of the Amended

Share Consolidation.

In connection with the Offering, the Company also announces, further to its news release dated

December 2, 2025, that the board of directors has authorized the Company to revise the terms of the

previous contemplated consolidation and complete a consolidation of the Company's common share

capital on a one-for-six basis (the "

Amended Share Consolidation

"). The Company currently has

516,358,032 common shares outstanding and, following completion of the Amended Share

Consolidation but before completion of the Offering, it is expected to have approximately 86,059,672

shares outstanding. Completion of the Amended Share Consolidation remains subject to the approval of

the TSX Venture Exchange.

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 Harrier Project located in the Central Mining Belt of

Labrador and its East Preston uranium project located in the Athabasca Basin, Saskatchewan.

ON BEHALF OF THE BOARD OF AZINCOURT ENERGY CORP.

"Alex Klenman"

Alex Klenman, President & CEO

For further information please contact:

Alex Klenman, President & CEO

Tel: 778-726-3356

[email protected]

Azincourt Energy Corp.

Suite 1012-1030 West Georgia St.

Vancouver, BC V6E 2Y3

www.azincourtenergy.com

Cautionary Statement Regarding Forward-Looking Statements

This news release may contain certain "Forward-Looking Statements" within the meaning of the

United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities

laws. When or if used in this news release, the words "anticipate," "believe," "estimate," "expect,"

"target," "plan," "forecast," "may," "schedule," and similar words or expressions identify forward-

looking statements or information. These forward-looking statements or information may relate to the

Amended Share Consolidation, the filing of the Amended and Restated Offering Document, the

anticipated participation of management in the Offering, the anticipated use of proceeds from the

Offering, and other factors or information. Such statements represent the Company's current views

with respect to future events and are necessarily based upon a number of assumptions and estimates

that, while considered reasonable by the Company, are inherently subject to significant business,

economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both

known and unknown, could cause results, performance, or achievements to be materially different

from the results, performance or achievements that are or may be expressed or implied by such

forward-looking statements. The Company does not intend and does not assume any obligation, to

update these forward-looking statements or information to reflect changes in assumptions or changes

in circumstances or any other events affecting such statements and information other than as required

by applicable laws, rules and regulations.

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 NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/278159