Azimut Announces Closing of $8.18 Million Bought Deal Private Placement Financing

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LONGUEUIL, Québec, Sept. 28, 2023 (GLOBE NEWSWIRE) -- Azimut Exploration Inc. (“Azimut” or the “Company”) (TSXV: AZM) (OTCQX: AZMTF) is pleased to announce that it has closed its previously announced bought deal private placement financing (the “Offering”) for total gross proceeds of approximately $8.18 million, consisting of 2,442,100 common shares of the Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec)) (the “Premium FT Shares”) at a price of $2.0475 per Premium FT Share, 550,600 common shares of the Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec)) (the “FT Shares”) at a price of $1.8165 per FT Share, and 2,082,100 common shares of the Company (the “Hard Dollar Shares”) at a price of $1.05 per Hard Dollar Share, which includes the exercise of the underwriters’ option to purchase 177,300 additional Hard Dollar Shares.

Pursuant to an investor rights agreement between the Company and Agnico Eagle Mines Limited (TSX: AEM) (“Agnico”) dated February 26, 2020, as amended, Agnico has increased its interest in the Company from 10.06% ownership to 12%.

Paradigm Capital Inc. acted as lead underwriter (the “Lead Underwriter”) in connection with the Offering with a syndicate including Red Cloud Securities Inc. (together with the Lead Underwriter, the “Underwriters”). As consideration for the services provided by the Underwriters in connection with the Offering, the Underwriters received: (a) a cash commission representing 6.0% of the aggregate gross proceeds from the Offering (reduced to 0% for certain subscribers on the president's list of the Company); and (b) non-transferable compensation options, representing 3% of the total number of shares sold under the Offering, each exercisable for one common share of the Company at a price of $1.05 per share until March 28, 2025.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, pursuant to the provisions in the Income Tax Act (Canada) and the Taxation Act (Québec), to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”). The Company will use an amount equal to the gross proceeds received by the Company from the sale of the Premium FT Shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Critical Minerals Qualifying Expenditures”). The Company will incur the Qualifying Expenditures and the Critical Minerals Qualifying Expenditures on or before December 31, 2024, and will renounce all such expenditures in favour of the subscribers of the Premium FT Shares and FT Shares, as applicable, effective December 31, 2023. In addition, with respect to Québec resident subscribers of the Premium FT Shares and FT Shares who are eligible individuals under the Taxation Act (Québec), the Canadian exploration expenses will also qualify for inclusion in the “exploration base relating to certain Québec exploration expenses” within the meaning of section 726.4.10 of the Taxation Act (Québec) and for inclusion in the “exploration base relating to certain Québec surface mining expenses or oil and gas exploration expenses” within the meaning of section 726.4.17.2 of the Taxation Act (Québec). The proceeds from the sale of the Hard Dollar Shares will be used for exploration and for general corporate purposes.