Azimut and SOQUEM sell their Pikwa Property to PMET Resources, James Bay Region, Quebec

Executive Summary

• Azimut Exploration Inc. entered into a Sale and Purchase Agreement with PMET Resources Inc., transferring its 50% interest in the Pikwa Property to PMET in exchange for 420,958 shares each to Azimut and SOQUEM (total consideration ≈ $3.1 M based on PMET’s 20‑day VWAP).
• Both parties will retain a 1.0% NSR royalty on the property; share resale is restricted for 24 months with tiered price triggers ($5, $10, $12).
• The Board approved amendments to Azimut’s Stock Option Plan, increasing reserved shares by 1,862,000 (to a total of 10,052,000 shares, ~9.99% of outstanding equity).

Key Details

• Transaction Structure: Sale and Purchase Agreement; PMET acquires 100 % of the Pikwa Property (joint‑venture between Azimut and SOQUEM).
• Share Consideration: 420,958 PMET common shares issued to Azimut and 420,958 shares issued to SOQUEM.
• Valuation Basis: $3.1 M based on the 20‑day volume‑weighted average price (VWAP) of PMET’s TSX‑listed shares.
• Royalty Retention: Azimut and SOQUEM each keep a 1.0 % Net Smelter Return (NSR) royalty on the property.
• Resale Restrictions (24‑month lock‑up):
• Up to 65 % of the share consideration may be sold only if PMET’s 20‑day VWAP exceeds $5, then $10, then $12.
• One‑third of the restricted shares become eligible at each price milestone.
• Closing Conditions: Standard closing conditions including TSX approval; parties acted at arm’s length.
• Property Overview: Pikwa Property comprises 509 claims (261 km²) in the Eeyou Istchee James Bay region, adjacent to PMET’s Shaakichiuwaanaan lithium project; spodumene presence confirmed in outcrops and till samples.
• Stock Option Plan Amendment: Increase of authorized shares for future issuance by 1,862,000, raising total reserved shares to 10,052,000 (≈ 9.99 % of 100,629,310 outstanding common shares). Subject to TSX Venture Exchange approval.
• Strategic Rationale: Allows Azimut to focus on flagship assets while maintaining exposure to the emerging lithium district via equity ownership in PMET and retained royalties.

Notable Quotes

• “This transaction aligns with the Company’s objective to focus on its flagship assets while maintaining exposure to an emerging lithium district through its equity ownership in PMET and retained royalties.” – Dr. Jean‑Marc Lulin, President & CEO, Azimut Exploration Inc.