azincourt energy corp. (TSXV: AAZ,OTC:AZURF) (OTCQB: AZURF) (FSE: A0U) (“azincourt” or the “Company”), is pleased to announce a non-brokered private placement to raise gross proceeds of up to C$1,000,000 consisting of flow-through units (the “FT Units”) offered at a price of $0.025 (the “Offer”).
Each FT Unit will consist of one flow-through common share (a “FT Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will be exercisable at a price of $0.05 in one common share for a period of 36 months from the date of issuance.
The gross proceeds from the Offering will be used for the drilling, exploration and development of the Company’s Harrier Project, located in the Central Mineral Belt of Newfoundland and Labrador, Canada. The proceeds from the Offering will not be used for payments to non-arms-length parties of the Company, nor for any payment in respect of persons carrying out investor relations activities.
The Company may pay finder’s 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 holding period under applicable securities laws in Canada that will expire 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 costs that qualify as (i) “Canadian exploration costs” (as defined in the Tax Act), and (ii) as “flow-critical mineral mining expenditures” (as defined in subsection 127(9) of the Tax Act) (collectively, the “Qualifying expenses”). Qualifying expenses in an aggregate amount not less than the gross proceeds from the issuance of the FT Shares will be made (or deemed to have been made) by the Company on or before December 31, 2026 and will be relinquished by the Company to the initial purchasers of the FT Shares with an effective date not later than December 31, 2025.
This press release does not constitute an offer to sell or the solicitation of an offer to buy 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 “US Securities Act”) or any state securities laws, and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
About Agincourt Energy Corp.
agincourt is a Canadian-based resources 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 currently operates the East Preston uranium project in the Athabasca Basin, Saskatchewan, and the Snegamook and Harrier uranium projects, both located in Labrador’s Central Mining Belt.
ON BEHALF OF THE BOARD OF Agincourt Energy Corp.
“Alex Klenman”
Alex Klenman, president and CEO
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” or “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable securities laws. 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 press release. Forward-looking statements include, but are not limited to, statements regarding the use of proceeds and the completion of the Offering.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that may cause actual events or results to differ from those expressed or implied by these forward-looking statements. 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” section of the Company’s management discussion and analysis for the fiscal year ended September 30, 2024 dated January 14, 2025, and include the risks that the Offering may not be completed as intended or at all; that the Company will make no further offers; that the Company does not conduct exploration activities in relation to its mineral project as planned (or at all); and that the Company may not be able to execute its business plans as expected.
Forward-looking statements are based on a number of estimates and assumptions that, while currently considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies that could 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 limitation: the future price of minerals; expected 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 conduct exploration and development activities; the success of exploration, development and operational activities; the timing and results of drilling programs; the discovery of mineral resources on the Company’s mineral properties; the costs of exploitation and exploration costs; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims of local communities and indigenous peoples; availability of increasing costs associated with mining inputs and labor; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government agencies); uncertainties regarding ownership of mineral properties; assessments by the tax authorities; fluctuations in general macroeconomic conditions.
The forward-looking statements in this press release are expressly qualified by this cautionary statement. All forward-looking statements and the assumptions made in connection therewith are made as of the date of this press release and are accordingly 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 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.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
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