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TORONTO, April 5, 2021 /CNW/ - Arizona Metals Corp.
(TSXV: AMC) (OTCQX: AZMCF) (the "Company" or "Arizona
Metals") is pleased to announce it has entered into an
agreement with a syndicate of underwriters (the
"Underwriters") led by Stifel GMP and Clarus Securities
Inc., pursuant to which the Underwriters have agreed to purchase,
on a bought deal private placement basis, 7,150,000 special
warrants of the Company (the "Special Warrants") at a price
of C$2.10 per Special Warrant (the "Offering
Price") for aggregate gross proceeds to the Company
of C$15,015,000 (the "Offering"). The Company has
agreed to grant the Underwriters an over-allotment option to
purchase up to an additional 1,072,500 Special Warrants at the
Issue Price exercisable in whole or in part, at any time and from
time to time on or prior to the date that is 48 hours prior to the
Closing Date (as defined below).
This financing will allow the Company to increase the
fully-funded Kay Mine Phase 2 expansion drill program, currently
underway, from 25,000 to 75,000 metres.
Marc Pais, CEO commented, "We
appreciate the continued support and confidence of current and new
shareholders. This financing will allow us to triple the planned
drilling at the Kay Mine Phase 2 Expansion program from
25,000m to 75,000m. We can now accelerate the testing of
numerous satellite targets on strike and to the west of the Kay
Mine, previously identified using a combination of structural
mapping, helicopter electromagnetic (VTEM) surveys, borehole
electromagnetic surveys (BHEM), and soil and rock geochemical
sampling. A recently completed property-wide gravity survey has
helped to refine the current drill targets, while also identifying
new historically untested targets. We are currently scheduling a
third and fourth drill rig to the Kay Mine, and will provide
further details of the expanded program in a future
release."
Each Special Warrant shall be issued under a special warrant
indenture and shall entitle the holder thereof to receive, without
payment of additional consideration, one (1) unit of the Company
(each a "Unit"). Each Unit shall consist of one (1)
common share of the Company and one-half (0.5) of one 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 a price of $3.00 for a period of 12 months following the
closing date of the Offering (the "Closing Date").
The Special Warrants shall be deemed exercised on behalf of, and
without any required action on the part of, the holders (and for no
additional consideration) on the earlier of: (i) the second
business day following the date on which a final receipt is
obtained from the Ontario Securities Commission, as principal
regulator on behalf of the securities regulatory authorities in
each of the Qualifying Jurisdictions (as defined herein), for a
(final) short form prospectus qualifying for distribution the Units
underlying the Special Warrants (the "Qualification Date");
and (ii) 5:00 p.m. (Toronto
time) on the date which is four months and a day following the
Closing Date.
In the event the Qualification Date has not occurred on or
before the date that is ten (10) weeks following the Closing Date,
each Special Warrant shall thereafter entitle the holder to
receive, upon the exercise or deemed exercise of each Special
Warrant, for no additional consideration, 1.1 Units.
The Company plans to use the net proceeds from the Offering to
fund exploration and development work at the Kay Mine Copper-Gold
VMS Project in Arizona, and for
working capital and general corporate purposes.
The Special Warrants will be offered on a private placement
basis in all provinces of Canada, except Québec (the
"Qualifying Jurisdictions"). The Special Warrants will also
be offered in the United States on a private placement
basis pursuant to available exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the "1933 Act"), and in such other jurisdictions
outside of Canada and the United States, as mutually agreed by the
Company and the Underwriters, in each case in accordance with all
applicable laws.
The Offering is scheduled to close on or about April 22,
2021 and is subject to certain conditions including, but not
limited to, the receipt of all necessary approvals including the
approval of the TSX Venture Exchange and the securities regulatory
authorities.
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 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
application state securities laws.
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, 2.8
g/t gold, 3.03% zinc, and 55
g/t silver." The historic estimate at the Kay Mine 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.
This press release contains statements that constitute
"forward-looking information" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation, Forward-looking statements contained in
this press release, include, without limitation, statements
regarding the completion of the Company's previously-announced
acquisition, use of proceeds from the Offering, and drilling and
exploration activity at the Company's properties. 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 acquisition of the Property,
including completion of due diligence and the satisfaction of the
Company's payment obligations under the Purchase Agreement, and the
completion of 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: availability of 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.
NEITHER THE TSX VENTURE EXCHANGE (NOR ITS REGULATORY SERVICE PROVIDER) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE
www.arizonametalscorp.com
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SOURCE Arizona Metals Corp.