Azul Ventures Announces A Proposed Consolidation, Private Placement and Property Acquisition
01 July 2014 - 6:05AM
Marketwired
Azul Ventures Announces A Proposed Consolidation, Private Placement
and Property Acquisition
TORONTO, ONTARIO--(Marketwired - Jun 30, 2014) - Azul Ventures
Inc. ("Azul" or the "Company") (TSX-VENTURE:AZL) announces that it
intends to seek approval from shareholders for a consolidation of
the common shares of Azul on three for one (3:1) basis, such that
the existing 30,699,362 common shares will be consolidated and
there were be approximately 10,233,121 post-consolidated common
shares issued and outstanding (the "Consolidation"). Conditional on
the approval and completion of the Consolidation, Azul proposes to
undertake a non-brokered private placement offering of up to
28,000,000 post-consolidated common shares of Azul at a price of
$0.05 per post-consolidated common share for aggregate gross
proceeds of up $1,400,000 (the "Offering"). Assuming completion of
the Offering, the net proceeds will be used to fund the Company's
exploration and development activities, to repay the outstanding
debt in full and for general corporate purposes.
The Offering will be made available by way of private placement
exemptions in Canada and may be offered in other jurisdictions
where they can be issued on a private placement basis, exempt from
any prospectus, registration or other similar requirements.
It is expected that the Offering will result in the creation of
a "Control Person" as such term is defined by the TSX Venture
Exchange. Accordingly, shareholder approval for the creation of a
"Control Person" will be sought at the same time as approval for
the Consolidation.
Additionally, the Company is proposing to acquire a 100%
interest (subject to a 2% Net Smelter Royalty) in 35 contiguous
unpatented mineral claims, totalling 455 units and covering 7,264
hectares of land near Red Lake, Ontario (the "Treasure Property").
The Treasure Property is an early stage gold exploration property
and would be acquired by Azul in exchange for the issuance of
6,000,000 post-consolidated shares of Azul to the current property
owners (the "Acquisition").
The Offering and the Acquisition are subject to a number of
conditions including receipt of all necessary corporate and
regulatory approvals, including the approval of the TSX Venture
Exchange.
All securities issued in connection with the Offering and the
Acquisition will be subject to a statutory hold period of four
months plus a day from the date of issuance in accordance with
applicable securities law legislation.
Further details on the Offering, the Acquisition and the
upcoming special shareholder meeting will be provided in the
Company's Management Information Circular currently being prepared.
A press release will be issued when further details on the special
shareholder meeting are available.
About Azul Ventures Inc.
Azul Ventures Inc. is a mineral exploration company with the
rights, through its wholly owned subsidiary Minera Azul Ventures
Limitada, to acquire a 100% interest in two prospective copper-iron
properties in La Higuera, Chile: the La Higuera Property and the
Caballo Blanco Property. The properties are located approximately
600 km north of Santiago in a prolific I.O.C.G. belt surrounded by
excellent infrastructure in a mining friendly jurisdiction.
The La Higuera Property was assembled as a result of the
first-time consolidation of mining rights and covers a historic
copper mining district with mining activity dating back to at least
the late 18th century; however, there had been no known modern
exploration conducted on the property. The mining concessions total
1,076 hectares and include two option agreements with separate
concession holders (down from a total of 1,230 hectares which
included four option agreements with concession holders, as two
option agreements have been dropped). Since the consolidation of
the mining rights in June 2011, Azul completed a rock sampling
program, completed geophysical work which generated intense
magnetic and chargeability anomalies coincident with existing
copper workings, finalized a 4,088 m drill program and an
underground mapping and sampling program.
The Caballo Blanco Property, which begins approximately 1 km
southwest of the La Higuera Property, has historical copper
workings and a total of 15 broad spaced reconnaissance holes were
completed at Caballo Blanco by previous option holders. The Company
has received and logged the core from these historical drill
holes.
Cautionary Statements
Information set forth in this news release may involve
forward-looking statements under applicable securities laws.
Forward-looking statements are statements that relate to future,
not past, events. In this context, forward-looking statements often
address expected future business and financial performance, and
often contain words such as "anticipate", "believe", "plan",
"estimate", "expect", and "intend", statements that an action or
event "may", "might", "could", "should", or "will" be taken or
occur, or other similar expressions. All statements, other than
statements of historical fact, are forward-looking statements. By
their nature, forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the
Company's actual results, performance or achievements, or other
future events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following risks: the need for additional financing; operational
risks associated with mineral exploration; market conditions;
fluctuations in commodity prices; title matters; environmental
liability claims and insurance; reliance on key personnel; the
potential for conflicts of interest among certain officers,
directors or promoters with certain other projects; the absence of
dividends; competition; dilution; the volatility of our common
share price and volume and the additional risks identified in the
"Risk Factors" section of the Company's Filing Statement or other
reports and filings with the TSX Venture Exchange and applicable
Canadian securities regulations. Forward-looking statements are
made based on management's beliefs, estimates and opinions on the
date that statements are made and Azul undertakes no obligation to
update forward-looking statements if these beliefs, estimates and
opinions or other circumstances should change, except as required
by applicable securities laws. Investors are cautioned against
attributing undue certainty to 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.
Azul Ventures Inc.David O'ConnorPresident and Chief Executive
Officer(416)
907-7363info@azul-ventures.comwww.azul-ventures.com
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