Azincourt Energy closes $1-million private placement

Executive Summary

• Azincourt Energy Corp. has closed a non-brokered private placement of 40 million flow-through units, raising $1 million in gross proceeds.
• The funds are designated for the drilling, exploration, and development of the company's Harrier project in Newfoundland and Labrador.
• The transaction includes specific tax incentives, with proceeds to be used for eligible resource exploration expenses that will be renounced to investors.

Key Details

• Transaction Structure: Non-brokered private placement of 40 million flow-through (FT) units.
• Price: 2.5 cents per FT unit.
• Gross Proceeds: $1,000,000.
• Unit Composition: Each FT unit consists of one flow-through common share and one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: 5 cents per common share.
  • Expiration: November 21, 2028.
• Use of Proceeds: Drilling, exploration, and development of the Harrier project (Central mineral belt, Newfoundland and Labrador).
• Restrictions: Proceeds will not be used for payments to non-arm's-length parties or for investor relations activities.
• Finder’s Fees: $70,000 paid in cash; 2.8 million finders' warrants issued.
  • Finders' Warrant Terms: Exercisable at 5 cents per share for three years from the date of issue.
• Hold Period: Securities are subject to a hold period under Canadian securities laws expiring four months and one day from November 21, 2025.
• Regulatory Conditions: Subject to closing conditions, including final approval from the TSX Venture Exchange.
• Tax Implications:
  • FT shares qualify under Subsection 66(15) of the Income Tax Act (Canada).
  • Gross proceeds will be used to incur eligible resource exploration expenses qualifying as Canadian exploration expenses and flow-through critical mineral mining expenditures.
  • Qualifying expenditures (aggregate amount not less than gross proceeds) must be incurred/deemed incurred on or before December 31, 2026.
  • Renunciation to initial purchasers must have an effective date no later than December 31, 2025.