(TheNewswire)
Vancouver, British Columbia – TheNewswire - December 19, 2022 – Arizona SilverExploration (TSXV:AZS) (OTC:AZASF) is pleased toannounce that it has closed its previously announced non brokeredprivate placement (the “Private Placement”) by issuing 4,491,260units (the “Units) at a price of C$0.25 per Unit, for gross proceedsof C $1,122,815 Each Unit is comprised of one common share of theCompany (a “Share”) and one half of one transferable common sharepurchase warrant. Each whole warrant will entitle the holder thereofto purchase for a period of five years from the date of close oneadditional Share (a “Warrant Share;’) at an exercise price perWarrant Share of C$0.40. provided that the closing price of theCompany’s common shares on the TSX Venture Exchange is CAD$0.48 orgreater per common share during a 10 consecutive trading day period. Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th dayafter the date on which the Company provides notice of suchaccelerated expiry to the warrant holders. The warrant holders willhave no further rights to acquire any common shares of the Companyunder the Warrant.
The Private Placement is subject to certain conditionsincluding, but not limited to, the receipt of all necessary approvals,including the final approval of the TSX Venture Exchange. Allsecurities issuable pursuant to the Private Placement are subject to afour month hold period from the date of issuance in accordance withapplicable Canadian securities laws .
Mike Stark stated: I’m pleased to inform ourshareholders our Institutional fund has maintained his 9.9% buy takingpart in the offering, we are pleased to see they have the same visionas management on our Philadelphia property.
Insiders of the Company purchased or acquired directionand control over a total of 80,000 Units under the Private Placement.The placement to such person constitutes a “related partytransaction” within the meaning of TSX Venture Exchange Policy 5.9and Multilateral Instrument 61-101 - Protection of Minority Security Holders inSpecial Transactions (“MI 61-101”) adoptedin the Policy. The Company has relied on exemptions from the formalvaluation and minority shareholder approval requirements of MI 61-101contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect ofrelated party participation in the placement as neither the fairmarket value (as determined under MI 61-101) of the subject matter of,nor the fair market value of the consideration for, the transaction,insofar as it involved the related parties, exceeded 25% of theCompany’s market capitalization (as determined under MI61-101).
The Company plans to use the proceeds of the privateplacement for further exploration of the Philadelphia Property inMohave County, Arizona, the advancement of other Company projects, aswell as for general working capital purposes .
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-lookingstatements or information. All statements other than statements ofhistorical fact included in this release are forward-lookingstatements that involve various risks and uncertainties.Forward-looking statements in this news release include statements inrelation to the timing, cost and other aspects of the 2022 explorationprogram; objectives or expectations of the Company. There can be noassurance that such statements will prove to be accurate and actualresults and future events could differ materially from thoseanticipated in such statements. Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO THE UNITED STATES OR FORDISSEMINATION IN THE UNITED STATES
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