Azincourt Energy Corp. Announces Private Placement
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
AZINCOURT ENERGY CORP. ANNOUNCES PRIVATE
PLACEMENT
Vancouver B.C., December 11 , 2023 - AZINCOURT ENERGY CORP. (“Azincourt” or the
“Company”) (TSX.V: AAZ), is pleased to announce a non-brokered private placement to raise gross
proceeds of up to C$2,000,000 consisting of flow-through units (the “FT Units”) offered at a price of
$0.035 per FT Units and non- flow through units (the “NFT Units”) offered at a price of $0.03 per
NFT Unit (the “Offering”).
Each FT Unit will be comprised of one flow-through common share (a “FT Share”) and one common
share purchase warrant (a “Warrant”) and each NFT Unit will be comprised of one common share (a
“Share”) and one Warrant. Each Warrant will be exercisable at a price of $0.0 5 into one common
share for a period of 36 months from the date of issue.
The gross proceeds of the Offering will be applied to the drilling, exploration and development of the
Company’s Preston Property, located in the Athabasca region of Saskatchewan, Canada and the Big
Hill lithium project, located in southwestern Newfoundland. Proceeds of the Offering will not be
used for payments to non-arms length parties or to persons conducting investor relations activities.
The Company may pay finders’ fees under the offering in accordance with applicable securities laws
and the policies of the TSX Venture Exchange. The securities issued under the Offering will be subject
to a hold period under applicable securities laws in Canada expiring four months and one day from
the closing date of the Offering and is subject to certain closing conditions including, but not limited
to, the receipt of all necessary approvals including the conditional 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, 2024 and will be renounced by the Company to the initial purchasers of
the FT Shares with an effective date no later than December 31, 2023.
Members of the Company’s management team may participate in the Offering including subscriptions
from related parties of the Company as defined in Multilateral Instrument 61- 101 Protection of
Minority Security Holders in Special Transactions ("MI 61-101"). The participation of management
in the Offering is exempt from formal valuation and minority shareholder approval requirements
pursuant to exemptions contained in sections 5.5(c) and 5.7(1)(a) of MI 61-101.
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 & CEO
Azincourt Energy Corp.
1012 – 1030 West Georgia Street
Vancouver, BC V6E 2Y3
www.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, 2022, dated January 30, 2023, 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 limitatio n: 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 mi ning 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.