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Azincourt Energy closes first tranche of financing
2023-12-21 19:47 ET - News Release
Mr. Alex Klenman reports
AZINCOURT ENERGY CORP. CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT
Azincourt Energy Corp. has closed a first tranche of its non-brokered private placement consisting of 29,143,349 flow-through (FT) units offered at a price of 3.5 cents per FT unit and 670,000 non-flow-through (NFT) units offered at a price of three cents per NFT unit for gross proceeds of $1,020,017.25.
Each FT unit comprises one flow-through common share and one common share purchase warrant, and each NFT unit comprises one common share and one warrant. Each warrant is exercisable at a price of five cents into one common share until Dec. 21, 2026.
The gross proceeds of the offering will be applied to the drilling, exploration and development of the company's East 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-arm's-length parties or to persons conducting investor relations activities.
In connection with the closing, the company paid finders' fees totalling $81,900.98 and issued a total of 2,340,028 finders' warrants. Each finder's warrant is exercisable into one common share of the company at a price of five cents until Dec. 21, 2026. The securities issued under the offering are subject to a hold period under applicable securities laws in Canada expiring four months and one day from Dec. 21, 2023, and are subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the final 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)). 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). 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 Dec. 31, 2024, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2023.
The placement included participation by an insider of the company in the aggregate amount of 142,857 FT units. The participation in the placement by this insider constitutes a related party transaction within the meaning of Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. In connection with the participation by the insiders, the company relied upon the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of the participation did not exceed 25 per cent of the market capitalization of the company (as determined under MI 61-101).
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 in Saskatchewan, and the Big Hill lithium project, located in southwestern Newfoundland.
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