(TheNewswire)
Vancouver, British Columbia – TheNewswire - December 23, 2020 – Arizona Silver Exploration Inc. (the "Company" or“Arizona Silver”) (TSXV:AZS) (OTC:AZASF ispleased to announce that it has closed the non-brokered privateplacement announced December 10, 2020. The originally announced4,714,286 Units (“ Unit s”) for proceeds of $1,650,000 wasoversubscribed and the Company increased the offering to 4,899,382units for gross proceeds of $1,714,783 to accommodate additionalsubscribers.
Each Unit is comprised of one common share and one-half of a common share purchase warrant (each whole warrant, a" Warrant "). Each Warrant will entitle the holder to purchase oneadditional common share of the Company at a price of $0.55 for five(5) years following closing of the Private Placement provided, at the discretion of the Company, in the event that the closing price of theCompany’s common shares on the TSX Venture Exchange (the“ Exchange ”) is CAD$0.60 or greater per common share during any five(5) consecutive trading day period the Warrants will expire at 4:00p.m. (Vancouver time) on the 30 th day after thedate on which the Company provides notice of such accelerated expiryto the warrantholders, and the warrantholders will have no furtherrights to acquire any common shares of the Company under theWarrant.
One insider of the Company purchased or acquireddirection and control over a total of 1,708,039 Units under thePrivate Placement. The placement to such person constitutes a“related party transaction” within the meaning of TSX VentureExchange Policy 5.9 and Multilateral Instrument 61?101? Protectionof Minority Security Holders in SpecialTransactions (“MI 61?101”)adopted in the Policy. The Company has relied on exemptions from theformal valuation and minority shareholder approval requirements ofMI 61?101 contained in sections 5.5(a) and 5.7(1)(a) ofMI 61?101 in respect of related party participation in theplacement as neither the fair market value (as determined under MI61-101) of the subject matter of, nor the fair market value of theconsideration for, the transaction, insofar as it involved the relatedparties, exceeded 25% of the Company’s market capitalization (asdetermined under MI 61-101).
In connection with Private Placement, the Company willpay an aggregate cash finder's fee of $42,000 and will issue anaggregate of 60,000 share purchase warrants ("Finder'sWarrants") to certain finders in connection with the PrivatePlacement. Each Finder's Warrant entitles the holder to purchase onecommon share of the Company at a purchase price of $0.55 for a periodof five years following closing of the Private Placement, subject tothe accelerated expiry.
Completion of the Private Placement remains subject toregulatory approval. All securities issued pursuant to the PrivatePlacement will be subject to a statutory four month holdperiod.
Please refer to our web site for all news and updatedproperty information. www.arizonasilverexploration.com
On behalf of the Board of Directors:
ARIZONA SILVER EXPLORATION INC.
Mike Stark ,CEO, President
Arizona Silver ExplorationInc.
Phone: (604) 833-4278
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX.
CAUTION CONCERNING FORWARD-LOOKINGSTATEMENTS
This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release areforward-looking statements that involve various risks anduncertainties. Forward-looking statements in this news release include statements in relation to the timing, cost and other aspects of the 2019 explorationprogram; objectives or expectations of the Company. There can be noassurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.Venture Exchange) accepts responsibility for the adequacy or accuracyof this release.
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