AZT:CC - Aztec Minerals Announces Non-Brokered LIFE Offering of up to C$1.5 Million
(TheNewswire)
News Release -Vancouver, Canada – July 16, 2024 – TheNewswire – Aztec Minerals Corp. (AZT: TSX-V, OTCQB:AZZTF) (“ Aztec ” or the “ Company ”) is pleased to announce a non-brokered privateplacement financing (the “ LIFE Offering ”) of up to 8,333,334 units of the Company (“ Units ”) at a priceof C$0.18 per Unit, for aggregate gross proceeds of up to C$1,500,000(the “ Offering ”). Each Unit will be comprised of one common share in thecapital of the Company (a “ Share ”) and one-half of one Share purchasewarrant ( each full common share purchasewarrant, a “ Warrant ”). Eachwhole Warrant will entitle the holder thereof to purchase one Share atan exercise price of C$0.25 for twenty-four (24) months following theclosing date of the Offering.
The Units to be issued under the Offering will beoffered to purchasers pursuant to the listed issuer financingexemption (“ LIFEExemption ”) under Part 5A of NationalInstrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”), in allthe provinces of Canada, except Quebec. The Units offered under theLIFE Exemption will not be subject to resale restrictions pursuant toapplicable Canadian securities laws. The Units may also be offered topersons in the United States pursuant to exemptions from theregistration requirements under the United States Securities Act of1933, as amended (the “ U.S.Securities Act ”) and all applicable U.S.state securities laws, as well as outside Canada and the United Stateson a basis which does not require the qualification or registration ofany of the Company’s securities or require the Company to be subjectto any ongoing disclosure requirements under any domestic securitieslaws.
There is an offering document related to the Offeringthat can be accessed under the Company’s profile at on SEDAR+ atwww.sedarplus.ca and on theCompany’s website at www.aztecminerals.com . Prospectiveinvestors should read this offering document before making aninvestment decision.
The Company intends to use the net proceeds of theOffering to fundthe Company’s phase I reverse circulation (RC) drill program at theTombstone Project (including ongoing joint-venture expenses), to fundongoing expenses at the Cervantes Project and for general workingcapital and corporate expenses .
The closing date of the Offering is expected to occuron or about July 25, 2024 (the “ Closing Date ”), or suchlater date or dates as the Company may determine, and are subject tocertain conditions including, but not limited to, the receipt of allnecessary approvals, including conditional approval from the TSXVenture Exchange.
In consideration of the services to be rendered by oneor more finders (the “ Finders ”) in connection with the Offering,the Company may pay to a Finder a commission consisting of: (i) a cashfee of 7.0% of the aggregate gross proceeds of the Offering raisedfrom subscribers introduced to the Corporation by such Finder, payableon the date of Closing Date and (ii) such number of Common Sharepurchase warrants, in the form approved by any officer or director ofthe Corporation, to such Finder (the “ Finder’s Warrants ”) as is equal to 7.0% of the number of Units subscribedfor by subscribers introduced to the Corporation by such Finder, suchFinder’s Warrant having an exercise price of $0.18 per Common Shareand an expiry date of twenty four months from the Closing Date.
The securities to be offered pursuant to the Offeringhave not been, and will not be, registered under the U.S. SecuritiesAct or under any U.S. state securities laws, and may not be offered orsold in the United States or to, or for theaccount or benefit of, a “U.S. person” (as defined in Regulation Sunder the U.S. Securities Act) absent registration or any applicableexemption from the registration requirements under the U.S. SecuritiesAct and applicable U.S. state securities laws. This news release shallnot constitute an offer to sell or the solicitation of an offer to buysecurities in the United States, nor shall there be any sale of thesesecurities in any jurisdiction in which such offer, solicitation orsale would be unlawful.
“Simon Dyakowski”
Simon Dyakowski , Chief Executive Officer
Aztec Minerals Corp.
About Aztec Minerals – Aztec is a mineral exploration company focused on twoemerging discoveries in North America. The Cervantes project is anemerging porphyry gold-copper discovery in Sonora, Mexico. TheTombstone project is an emerging gold-silver discovery with high gradeCRD silver-lead-zinc potential in southern Arizona. Aztec’s sharestrade on the TSX-V stock exchange (symbol AZT) and on the OTCQB(symbol AZZTF).
Contact Information - For moreinformation, please contact:
Simon Dyakowski, President & CEO, Director
Tel: (604) 685-9770
Fax: (604) 685-9744
Email: info@aztecminerals.com
Website: www.aztecminerals.com
Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding"Forward-Looking" Information
This news release contains "forward–lookinginformation or statements" within the meaning of applicablesecurities laws, which may include, without limitation, statementsrelating to the terms and completion of the Offering, the expectedtiming of closing the Offering, the use of proceeds of the Offering,advancing the company’s projects, anticipated drill program at theTombstone project, the technical, financial and business prospects ofthe Company, its project, its goals and other matters. All statementsin this news release, other than statements of historical facts, thataddress events or developments that the Company expects to occur, areforward-looking statements. Although the Company believes theexpectations expressed in such forward-looking statements are based onreasonable assumptions, such statements are not guarantees of futureperformance and actual results may differ materially from those in theforward-looking statements. Such statements and information are basedon numerous assumptions regarding present and future businessstrategies and the environment in which the Company will operate inthe future, including the price of metals, the anticipated costs andexpenditures, the ability to achieve its goals, that general businessand economic conditions will not change in a material adverse manner,that financing will be available if and when needed and on reasonableterms. Such forward-looking information reflects the Company's viewswith respect to future events and is subject to risks, uncertaintiesand assumptions, including the risks and uncertainties relating to theinterpretation of exploration and metallurgical results, risks relatedto the inherent uncertainty of exploration and development and costestimates, the potential for unexpected costs and expenses and thoseother risks filed under the Company's profile on SEDAR+ at www.sedarplus.ca While such estimates andassumptions are considered reasonable by the management of theCompany, they are inherently subject to significant business,economic, competitive and regulatory uncertainties and risks. Factorsthat could cause actual results to differ materially from those inforward looking statements include, but are not limited to, theability of the Company to complete the Offering on the terms describedherein, including obtaining the requisite approval of the TSX VentureExchange, continued availability of capital and financing and generaleconomic, market or business conditions, adverse weather and climateconditions, failure to maintain or obtain all necessary governmentpermits, approvals and authorizations, failure to maintain communityacceptance, risks relating to unanticipated operational difficulties(including failure of equipment or processes to operate in accordancewith specifications or expectations, cost escalation, unavailabilityof personnel, materials and equipment, government action or delays inthe receipt of government approvals, industrial disturbances or otherjob action, and unanticipated events related to health, safety andenvironmental matters), risks relating to inaccurate geological,metallurgical and engineering assumptions, decrease in the price ofgold, silver, copper, and zinc, capital market conditions, restrictionon labour and international travel and supply chains, loss of keyemployees, consultants, or directors, increase in costs, delayedresults, litigation, and failure of counterparties to perform theircontractual obligations. The Company does not undertake to updateforward–looking statements or forward–looking information, exceptas required by law.
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