Arizona Metals Corp Announces Upsize to Previously-Announced Bought Deal Private
Arizona Metals Corp Announces Upsize to
Previously-Announced Bought Deal Private
Placement to Up to C$21M
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DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO
THE UNITED STATES
./
TORONTO
,
April 5, 2021
/CNW/ - Arizona Metals Corp. (TSXV: AMC) (OTCQX: AZMCF) (the
"
Company
" or "
Arizona Metals
") is pleased to announce that it has entered into an amended agreement
with Stifel GMP and Clarus Securities Inc. (the "
Lead Underwriters
"), on behalf of a syndicate of
underwriters including Cormark Securities Inc., Beacon Securities Limited and Agentis Capital (together
with the Lead Underwriters, the "
Underwriters
"), to increase the size of the previously-announced
offering (the "
Offering
"). Pursuant to the amended terms of the Offering, the Lead Underwriters have
agreed to purchase, on a bought deal private placement basis, 8,600,000 special warrants of the
Company (the "
Special Warrants
") at a price of C$2.10 per Special Warrant (the "
Offering Price
") for
aggregate gross proceeds to the Company of C$18,060,000 (the "
Offering
").
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an
additional 1,400,000 Special Warrants at the Issue Price exercisable in whole or in part, at any time and
from time to time on or prior to the date that is 48 hours prior to the Closing Date (as defined below).
Each Special Warrant shall be issued under a special warrant indenture and shall entitle the holder
thereof to receive, without payment of additional consideration, one (1) unit of the Company (each a
"
Unit
"). Each Unit shall consist of one (1) common share of the Company and one-half (0.5) of one
common share purchase warrant (each whole common share purchase warrant, a "
Warrant
"). Each
Warrant will entitle the holder thereof to purchase one common share of the Company at a price of
$3.00
for a period of 12 months following the closing date of the Offering (the "
Closing Date
").
The Special Warrants shall be deemed exercised on behalf of, and without any required action on the
part of, the holders (and for no additional consideration) on the earlier of: (i) the second business day
following the date on which a final receipt is obtained from the Ontario Securities Commission, as
principal regulator on behalf of the securities regulatory authorities in each of the Qualifying Jurisdictions
(as defined herein), for a (final) short form prospectus qualifying for distribution the Units underlying the
Special Warrants (the "
Qualification Date
"); and (ii) 5:00 p.m. (
Toronto
time) on the date which is four
months and a day following the Closing Date.
In the event the Qualification Date has not occurred on or before the date that is ten (10) weeks following
the Closing Date, each Special Warrant shall thereafter entitle the holder to receive, upon the exercise or
deemed exercise of each Special Warrant, for no additional consideration, 1.1 Units.
The Company plans to use the net proceeds from the Offering to fund exploration and development work
at the Kay Mine Copper-Gold VMS Project in
Arizona
, and for working capital and general corporate
purposes.
The Special Warrants will be offered on a private placement basis in all provinces of Canada, except
Québec (the "
Qualifying Jurisdictions
"). The Special Warrants will also be offered in the United
States on a private placement basis pursuant to available exemptions from the registration requirements
of the United States Securities Act of 1933, as amended (the "
1933 Act
"), and in such other jurisdictions
outside of Canada and the
United States
, as mutually agreed by the Company and the Underwriters, in
each case in accordance with all applicable laws.
The Offering is scheduled to close on or about April 22, 2021 and is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals including the approval of the TSX
Venture Exchange and the securities regulatory authorities.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The
securities being offered have not been, nor will they be, registered under the 1933 Act and may not be
offered or sold in the
United States
absent registration or an applicable exemption from the registration
requirements of the 1933 Act, as amended, and application state securities laws.
About Arizona Metals Corp
Arizona Metals Corp owns 100% of the Kay Mine Property in
Yavapai County
, which is located on a
combination of patented and BLM claims totaling 1,300 acres that are not subject to any royalties. An
historic estimate by Exxon Minerals in 1982 reported a "proven and probable reserve of 6.4 million short
tons at a grade of 2.2% copper, 2.8 g/t gold, 3.03% zinc, and 55 g/t silver." The historic estimate at the
Kay Mine was reported by Exxon Minerals in 1982. (Fellows, M.L., 1982, Kay Mine massive sulphide
deposit: Internal report prepared for Exxon Minerals Company)
The Kay Mine historic estimate has not been verified as a current mineral resource. None of the key
assumptions, parameters, and methods used to prepare the historic estimate were reported, and no
resource categories were used. Significant data compilation, re-drilling and data verification may be
required by a Qualified Person before the historic estimate can be verified and upgraded to be a current
mineral resource. A Qualified Person has not done sufficient work to classify it as a current mineral
resource, and Arizona Metals is not treating the historic estimate as a current mineral resource.
The Kay Mine is a steeply dipping VMS deposit that has been defined from a depth of
60 m
to at least
900 m
. It is open for expansion on strike and at depth.
The Company also owns 100% of the Sugarloaf Peak Property, in
La Paz County
, which is located on
4,400 acres of BLM claims. Sugarloaf is a heap-leach, open-pit target and has a historic estimate of
"100 million tons containing 1.5 million ounces gold" at a grade of 0.5 g/t (Dausinger, N.E., 1983, Phase 1
Drill Program and Evaluation of Gold-Silver Potential, Sugarloaf Peak Project,
Quartzsite, Arizona
:
Report for Westworld Inc.)
The historic estimate at the Sugarloaf Peak Property was reported by Westworld Resources in 1983.
The historic estimate has not been verified as a current mineral resource. None of the key assumptions,
parameters, and methods used to prepare the historic estimate were reported, and no resource
categories were used. Significant data compilation, re-drilling and data verification may be required by a
Qualified Person before the historic estimate can be verified and upgraded to a current mineral resource.
A Qualified Person has not done sufficient work to classify it as a current mineral resource, and Arizona
Metals is not treating the historic estimate as a current mineral resource.
The Qualified Person who reviewed and approved the technical disclosure in this release is
David Smith
,
CPG.
This press release contains statements that constitute "forward-looking information" (collectively,
"
forward-looking statements
") within the meaning of the applicable Canadian securities legislation,
Forward-looking statements contained in this press release, include, without limitation, statements
regarding the completion of the Company's previously-announced acquisition, use of proceeds from the
Offering, and drilling and exploration activity at the Company's properties. All statements, other than
statements of historical fact, are forward-looking statements and are based on expectations, estimates
and projections as at the date of this news release. Any statement that discusses predictions,
expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often
but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or
"does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain actions, events or results "may" or "could",
"would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may
be forward-looking statements. Forward-looking statements contained in this press release include,
without limitation, statements regarding the acquisition of the Property, including completion of due
diligence and the satisfaction of the Company's payment obligations under the Purchase Agreement,
and the completion of the Offering. In making the forward- looking statements contained in this press
release, the Company has made certain assumptions. Although the Company believes that the
expectations reflected in forward-looking statements are reasonable, it can give no assurance that the
expectations of any forward-looking statements will prove to be correct. Known and unknown risks,
uncertainties, and other factors which may cause the actual results and future events to differ materially
from those expressed or implied by such forward-looking statements. Such factors include, but are not
limited to: availability of financing; delay or failure to receive required permits or regulatory approvals;
and general business, economic, competitive, political and social uncertainties. Accordingly, readers
should not place undue reliance on the forward-looking statements and information contained in this
press release. Except as required by law, the Company disclaims any intention and assumes no
obligation to update or revise any forward-looking statements to reflect actual results, whether as a
result of new information, future events, changes in assumptions, changes in factors affecting such
forward- looking statements or otherwise.
NEITHER THE TSX VENTURE EXCHANGE (NOR ITS REGULATORY SERVICE PROVIDER) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE
SOURCE
Arizona Metals Corp.
View original content:
http://www.newswire.ca/en/releases/archive/April2021/05/c3457.html
%SEDAR: 00044022E
For further information:
Marc Pais, President and CEO Arizona Metals Corp., (416) 565-7689,
[email protected], www.arizonametalscorp.com, https://twitter.com/ArizonaCorp
CO: Arizona Metals Corp.
CNW 11:51e 05-APR-21