/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES./
TORONTO, April 5, 2021 /CNW/ - Arizona Metals Corp. (TSXV:
AMC) (OTCQX: AZMCF) (the "Company" or "Arizona
Metals") is pleased to announce that it has entered into an
amended agreement with Stifel GMP and Clarus Securities Inc. (the
"Lead Underwriters"), on behalf of a syndicate of
underwriters including Cormark Securities Inc., Beacon Securities
Limited and Agentis Capital (together with the Lead Underwriters,
the "Underwriters"), to increase the size of the
previously-announced offering (the "Offering"). Pursuant to
the amended terms of the Offering, the Lead Underwriters have
agreed to purchase, on a bought deal private placement basis,
8,600,000 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$18,060,000 (the "Offering").
The Company has agreed to grant the Underwriters an
over-allotment option to purchase up to an additional 1,400,000
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).
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
SOURCE Arizona Metals Corp.