/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION
IN CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES/
All monetary amounts are expressed in Canadian
Dollars, unless otherwise indicated.
TORONTO, Dec. 20,
2024 /CNW/ - Arizona Metals Corp. (TSX: AMC) (OTCQX:
AZMCF) (the "Company" or "Arizona Metals") is pleased
to announce that it has closed its previously announced bought deal
public offering of 15,927,700 common shares (the "Common
Shares") of the Company at a price of $1.70 per Common Share (the "Offering
Price") for gross proceeds to the Company of $27,077,090 (the "Offering"), which
includes the partial exercise of the over-allotment option by the
underwriters to purchase 1,221,817 Common Shares. The Offering was
conducted by a syndicate of underwriters co-led by Stifel Nicolaus
Canada Inc. and Scotiabank, and included BMO Nesbitt Burns Inc.,
National Bank Financial Inc., Beacon Securities Limited and Clarus
Securities Inc. (the "Underwriters").
In connection with the Offering, the Underwriters received a
cash commission of 5.5% of the gross proceeds of the Offering,
excluding gross proceeds from the sale of Common Shares on a
president's list agreed upon by the Company and the Underwriters
(the "President's List"), for which a commission of 2.75% of
such gross proceeds was paid by the Company to the
Underwriters.
The Company plans to use the net proceeds from the Offering to
fund exploration expenditures at the Company's Kay Mine Project and
Sugarloaf Peak Property, both in Arizona, as well as for working capital and
general corporate purposes.
The Common Shares were offered in all provinces of Canada, except Quebec, pursuant to a short form prospectus
dated December 18, 2024. The Common
Shares were also sold to U.S. buyers on a private placement basis
pursuant to an exemption from the registration requirements in Rule
144A of the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), and elsewhere in compliance with
applicable securities laws.
Certain directors and officers of the Company (collectively, the
"Insiders") acquired an aggregate of 88,236 Common Shares in
the Offering. Participation by the Insiders in the Offering was
considered a "related party transaction" pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company is
exempt from the requirements to obtain a formal valuation or
minority shareholder approval in connection with the Insiders'
participation in the Offering pursuant to sections 5.5(a) and
5.7(1)(a) of MI 61-101 as neither the fair market value of any
securities issued to, nor the consideration paid by, the Insiders
exceeded 25% of the Company's market capitalization. The Company
did not file a material change report 21 days prior to closing of
the Offering as the Insiders' participation had not been confirmed
at that time.
This press release shall not constitute an offer to sell or a
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 U.S. Securities Act and may not
be offered or sold to, or for the account or benefit of, persons in
the United States or "U.S.
persons" (as such term is defined in Regulation S under the U.S.
Securities Act) absent registration or an exemption from such
registration requirements of the U.S. Securities Act and applicable
states securities laws.
About Arizona Metals Corp.
Arizona Metals Corp. owns 100% of the Kay Project in
Yavapai County, which is located
on 1,669 acres of patented and BLM mining claims and193 acres of
private land 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 Deposit 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, VP Exploration of the Company, and a qualified
person as defined in National Instrument 43-101 – Standards of
Disclosure for Mineral Projects.
Links
https://arizonametalscorp.com/
Disclaimer
This press release contains statements that constitute
"forward-looking information" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. 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 completion of the Offering (including the receipt of
required regulatory approvals) and the use of proceeds from 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 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: the
Company's ability to obtain future 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.
www.arizonametalscorp.com
SOURCE Arizona Metals Corp.
