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TORONTO, May 13, 2020 /CNW/ - Arizona Metals Corp. (TSXV:
AMC) (the "Company" or "Arizona Metals") is pleased to announce
further to the press release issued yesterday evening, the Company
has reached an agreement to replace the previously announced
non-brokered private placement financing with a bought deal
financing whereby Stifel GMP and Canaccord Genuity Corp.
(collectively, the "Underwriters") have agreed to purchase on their
own behalf, 4,650,000 units of the Company (the "Units") at a price
of $0.65 per Unit (the "Offering
Price") for gross proceeds to the Company of $3,022,500 (the "Offering"). Each Unit shall
consist of one (1) common share ("Common Share") and one-half (0.5)
of a common share purchase warrant (each whole common share
purchase warrant, a "Warrant"). Each Warrant will entitle the
holder thereof to purchase one common share of the Company at an
exercise price of C$0.85 for a period
of 18 months following the Closing Date (as defined below).
Additionally, the Company will grant the Underwriters an option
(the "Underwriters' Option") to purchase up to an additional
3,000,000 Units at the Offering Price exercisable, in whole or in
part, at any time and from time to time on or prior to the date
that is 5 days prior to the Closing Date.
The completion of the Offering shall be subject to, among other
things, the receipt of all necessary regulatory and stock exchange
approvals relating to the Offering as are appropriate in the
circumstances, including the approval of the TSX Venture Exchange
(the "TSXV") prior to the Closing Date. The Underwriters shall have
the right and will endeavor to arrange for substituted purchasers
of the Units.
The Company shall pay the Underwriters a cash fee equal to 5.0%
of the gross proceeds (the "Commission") from the sale of Units. As
additional consideration for their services, the Underwriters shall
also receive compensation warrants (the "Compensation Warrants")
equal to 5.0% of the number of Units sold pursuant to the Offering
payable on the Closing Date. Each Compensation Warrant will entitle
the holder thereof to subscribe for one Common Share of the Company
at a price of C$0.65 for a period of
18 months following the Closing Date.
Proceeds from the Private Placement will be used primarily to
fund general working capital purposes and exploration at the
Company's Kay Mine Project. The Offering is expected to close on or
around May 29, 2020 (the "Closing
Date").
The Private Placement is subject to TSX Venture Exchange
approval. All Common Shares and Warrants issued pursuant to the
Private Placement and any Common Shares issuable on exercise of
Warrants will be subject to a four month and a day hold period from
the Closing Date.
It is anticipated that certain directors, officers and other
insiders of the Company may acquire up to $1
million worth of Units in the Offering. Such participation
will be considered to be "related party transactions" within the
meaning of TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101") adopted in the Policy.
The Company intends to rely on the exemptions from the formal
valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in
respect of related party participation in the Private Placement as
neither the fair market value (as determined under MI 61-101) of
the subject matter of, nor the fair market value of the
consideration for, the transaction, insofar as it involves the
related parties, is expected to exceed 25% of the Company's market
capitalization (as determined under MI 61-101).
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the 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 "U.S. Securities Act"), or
any state securities laws and may not be offered or sold within
the United States or to or for the
account or benefit of a U.S. person (as defined in Regulation S
under the U.S. Securities Act) unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
About Arizona Metals Corp.
Arizona Metals Corp. owns 100% of the Kay Mine Property in
Yavapai County, which is located
on a combination of patented and BLM claims totaling 1,300 acres
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, 2.8g/t gold,
3.03% zinc, and 55g/t silver". The historic estimate at the Kay
Mine was reported by Exxon Minerals in 1982. 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 be compliant with
current NI 43-101 standards. A Qualified Person has not done
sufficient work to classify it as a current mineral resource, and
AMC 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 150m to
at least 900m. 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 0.5g/t (Dausinger, 1983, Westworld Resources). 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 be compliant with current NI 43-101
standards. A Qualified Person has not done sufficient work to
classify it as a current mineral resource, and AMC is not treating
the historic estimate as a current mineral resource
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, the successful
completion of the Offering and the use of proceeds of the Offering.
In making the forward- looking statements contained in this press
release, the Company has made certain assumptions, including that:
all applicable regulatory approvals for the Offering will be
received. 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 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.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN POLICIES OF THE TSXV) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
SOURCE Arizona Metals Corp.