Arizona Metals Corp. Completes Oversubscribed Non-Brokered Private Placement
TORONTO, Feb. 12, 2020 (GLOBE NEWSWIRE) -- Arizona Metals Corp. (TSXV: AMC) (the “Company” or “AMC”), is pleased to announce that, further to its press releases dated January 16, 2020 and January 20, 2020, it has a closed an oversubscribed non-brokered private placement offering (the “Offering”) of 4,741,000 common shares of the Company (“Common Shares”) at a purchase price of $0.50 per Common Share, for aggregate gross proceeds of $2,370,500 (the “Closing”). Net proceeds of the Offering will be used for general corporate and working capital purposes. The Offering is subject to TSX Venture Exchange (“TSXV”) acceptance of regulatory filings.
Colin Sutherland and Rick Vernon, directors of AMC, each purchased an aggregate of 100,000 Common Shares under the Offering. Kevin Reid, an insider of the Company, beneficially purchased an aggregate of 500,000 Common Shares under the Offering. The purchase of Common Shares pursuant to the Offering by Colin Sutherland, Rick Vernon and Kevin Reid (collectively, the “Related Parties”) constituted a “related party transaction” as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Offering because the Company was not listed on a stock exchange specified in section 5.5(b) of MI 61-101, and neither the fair market value of the Common Shares purchased by the Related Parties, nor the proceeds to be received by the Company in respect of the Related Parties’ participation in the Offering, exceeded $2,500,000. The material change report is being filed less than 21 days before the closing of the Offering as the extent of related party participation remained unknown until the date of the Closing.
The Offering was considered and approved by the board of directors of the Company. Colin Sutherland and Rick Vernon, each a director of AMC, declared a conflict and abstained from voting on such resolutions to the extent of their interest in the Offering. The remaining directors voted unanimously to approve the Offering.
In connection with the Closing, the Company paid cash finder’s fees to eligible finders of an aggregate of $93,900. All securities issued pursuant to the Offering are subject to a statutory hold period ending June 13, 2020. The Offering is subject to TSXV acceptance of regulatory filings.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
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.
For further information, please contact:
Chief Executive Officer
Arizona Metals Corp.
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 use of proceeds of the Offering and the Company’s future business plans. 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.
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