Final Short Form Prospectus Accessible on
SEDAR +
/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. 19,
2024 /CNW/ - Arizona Metals Corp. (TSX: AMC) (OTCQX:
AZMCF) (the "Company" or the "Arizona
Metals") announces that, further to its news release dated
Dec. 2, 2024, it has filed a final short form prospectus dated
December 18, 2024 (the "Final
Prospectus") with the securities commissions in each
of the provinces of Canada, except
Quebec pursuant to its
$25,000,001 bought deal public
offering of common shares (the "Common Shares") at
$1.70 per Common Share (the
"Offering") through a syndicate of underwriters
co-led by Stifel Nicolaus Canada Inc. and Scotia Capital Inc. and
including BMO Nesbitt Burns Inc., National Bank Financial Inc.,
Beacon Securities Limited and Clarus Securities Inc. (the
"Underwriters"). The Company has granted
the Underwriters an option (the "Over-Allotment
Option") to purchase an additional 2,205,883 Common
Shares of the Company on the same terms exercisable at any
time up to 30 days following the closing of the Offering,
for market stabilization purposes and to cover
over-allotments, if any. Today, the Underwriters exercised the
Over-Allotment Option to purchase an additional 1,221,817 Common
Shares, for an additional $2,077,089
in gross proceeds to the Company (bringing the total gross proceeds
to $27,077,090). If the
Over-Allotment Option is exercised in full, an additional
$1,672,912 in gross proceeds will be
raised pursuant to the Offering and the aggregate gross proceeds
the Offering will be $28,750,002.
The Offering will be conducted in each of the provinces of
Canada, except Quebec and may be offered in the United States on a private placement basis
pursuant to an exemption from the registration requirements in
Rule 144A of the United States Securities Act of 1933 (the
"1933 Act"), as amended, and applicable state
securities laws, and certain other jurisdictions outside of
Canada and the United States.
Closing of the Offering is expected to occur on or about
December 20, 2024. The Toronto Stock Exchange has
conditionally approved the Offering and the listing of the Common
Shares to be issued pursuant to the Offering (including any
exercise of the Over-Allotment Option), subject to customary
conditions.
Final Short Form Prospectus is Accessible through
SEDAR+:
Delivery of the Final Prospectus and any amendment thereto will
be satisfied in accordance with the "access equals delivery"
provisions of applicable securities legislation. The Final
Prospectus is accessible on SEDAR+ at www.sedarplus.ca. An
electronic or paper copy of the Final Prospectus and any amendment
may be obtained, without charge, from Stifel Nicolaus Canada
Inc., at 161 Bay St. Suite 3800, by telephone at 1.416.367.8600 or
by e-mail at prospectuscanada@stifel.com, by providing the contact
with an e-mail address or address, as applicable. Prospective
investors should read the Final Prospectus in its entirety before
making an investment decision.
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, as amended, 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
applicable state securities laws.
Note Regarding 2024 Interim Financial Statements
The Company wishes to confirm that its auditors were not engaged
to perform a review of the interim consolidated financial
statements (i) for the three-months ended March 30, 2024 and filed on May 15, 2024 (the "Q1 2024 FS"), (ii) for
the three and six-months ended June 30,
2024 and filed on August 8,
2024 (the "Q2 2024 FS"), or (iii) for the three and
nine-months ended September 30, 2024
and filed on November 14, 2024 (the
"Original Q3 2024 FS", and, collectively with the Q1 2024 FS
and the Q2 2024 FS, the "2024 Interim FS"). While the
Company included a "notice to reader" in each of the 2024 Interim
FS advising that the respective financial statements were prepared
by and the responsibility of management, the Company inadvertently
omitted from each of the 2024 Interim FS a statement confirming
that its auditors had not been engaged to review the respective
financial statements, as required in accordance with section 4.3(3)
of NI 51-102 – Continuous Disclosure Obligations.
The Original Q3 2024 FS have been amended and restated (the
"Amended Q3 2024 FS"), and the auditors of the Company were
engaged to review the Amended Q3 2024 FS. The Amended Q3 2024 FS
have been filed on SEDAR+ and are incorporated by reference into
the Final Prospectus.
Readers are advised that the neither the Q1 2024 FS, the Q2 2024
FS, nor the Original Q3 2024 FS were reviewed by the auditors
of the Company.
About Arizona Metals Corp.
Arizona Metals Corp owns 100% of the Kay Project in Yavapai County, which is located on a 1669
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 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:
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.
SOURCE Arizona Metals Corp.