Azincourt Vitality Corp. Closes First Tranche of Non-public Placement

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THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Dec. 21, 2023 (GLOBE NEWSWIRE) — AZINCOURT ENERGY CORP. (“Azincourt” or the “Firm”) (TSX.V: AAZ), is happy to announce it has closed a primary tranche of its non-brokered non-public placement consisting of 29,143,349 flow-through items (the “FT Models”) supplied at a value of $0.035 per FT Unit and 670,000 non-flow via items (the “NFT Models”) supplied at a value of $0.03 per NFT Unit (the “Providing”) for gross proceeds of C$1,020,017.25.

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Every FT Unit is comprised of 1 flow-through widespread share (a “FT Share”) and one widespread share buy warrant (a “Warrant”) and every NFT Unit is comprised of 1 widespread share (a “Share”) and one Warrant. Every Warrant is exercisable at a value of $0.05 into one widespread share till December 21, 2026.

The gross proceeds of the Providing might be utilized to the drilling, exploration and improvement of the Firm’s East Preston Property, situated within the Athabasca area of Saskatchewan, Canada and the Large Hill lithium challenge, situated in southwestern Newfoundland. Proceeds of the Providing is not going to be used for funds to non-arms size events or to individuals conducting investor relations actions.

In reference to the closing the Firm paid finders’ charges totaling $81,900.98 and issued a complete of two,340,028 finder’s warrants.  Every finder’s warrant is exercisable into one widespread share of the Firm at a value of $0.05 till December 21, 2026. The securities issued below the Providing are topic to a maintain interval below relevant securities legal guidelines in Canada expiring 4 months and at some point from December 21, 2023 and are topic to sure closing situations together with, however not restricted to, the receipt of all crucial approvals together with the ultimate approval of the TSX Enterprise Change.

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The FT Shares will qualify as “flow-through shares” (throughout the that means of subsection 66(15) of the Earnings Tax Act (Canada) (the “Tax Act”)). An quantity equal to the gross proceeds from the issuance of the FT Shares might be used to incur eligible useful resource exploration bills which is able to qualify as (i) “Canadian exploration bills” (as outlined within the Tax Act), and (ii) as “flow-through vital mineral mining expenditures” (as outlined in subsection 127(9) of the Tax Act) (collectively, the “Qualifying Expenditures”). Qualifying Expenditures in an combination quantity not lower than the gross proceeds raised from the difficulty of the FT Shares might be incurred (or deemed to be incurred) by the Firm on or earlier than December 31, 2024 and might be renounced by the Firm to the preliminary purchasers of the FT Shares with an efficient date no later than December 31, 2023.

The location included participation by an insider of the Firm within the combination quantity of 142,857 FT Models. The participation within the placement by this insider constitutes a associated celebration transaction throughout the that means of Coverage 5.9 of the TSX Enterprise Change and Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”). In reference to the participation by the insiders, the Firm relied upon the exemptions from the formal valuation and minority shareholder approval necessities of MI 61-101 set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the premise that the truthful market worth (as decided below MI 61-101) of the participation didn’t exceed twenty-five p.c of the market capitalization of the Firm (as decided below MI 61-101).

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This information launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase any of the securities in the USA. The securities haven’t been and won’t be registered below the USA Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities legal guidelines and will not be supplied or offered inside the USA or to U.S. Individuals until registered below the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is accessible.

About Azincourt Vitality Corp.

Azincourt is a Canadian-based useful resource firm specializing within the strategic acquisition, exploration, and improvement of different power/gasoline tasks, together with uranium, lithium, and different vital clear power components. The Firm is presently energetic at its three way partnership East Preston uranium challenge situated within the Athabasca Basin, Saskatchewan, and the Large Hill lithium challenge, situated in southwestern Newfoundland.

ON BEHALF OF THE BOARD OF AZINCOURT ENERGY CORP.

“Alex Klenman”
Alex Klenman, President & CEO

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For additional data please contact:

Alex Klenman, President & CEO
information@azincourtenergy.com

Azincourt Vitality Corp.
1012 – 1030 West Georgia Avenue
Vancouver, BC V6E 2Y3
www.azincourtenergy.com

Cautionary Assertion Relating to Ahead-Wanting Statements

This information launch incorporates “forward-looking statements” or “forward-looking data” (collectively, “forward-looking statements”) throughout the that means of relevant securities laws. All statements, apart from statements of historic reality, are forward-looking statements and are based mostly on expectations, estimates and projections as of the date of this information launch. Ahead-looking statements embrace, however usually are not restricted to, statements referring to using proceeds and completion of the Non-public Placement.

Ahead-looking statements are topic to quite a lot of identified and unknown dangers, uncertainties and different elements that would trigger precise occasions or outcomes to vary from these expressed or implied by forward-looking statements contained herein. There might be no assurance that such statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Sure vital elements that would trigger precise outcomes, efficiency or achievements to vary materially from these within the forward-looking statements are highlighted within the “Dangers and Uncertainties” within the Firm’s administration dialogue and evaluation for the fiscal 12 months ended September 30, 2022, dated January 30, 2023, and likewise embrace the dangers that the Providing doesn’t full as contemplated, or in any respect; that the Firm doesn’t full any additional choices; that the Firm doesn’t perform exploration actions in respect of its mineral challenge as deliberate (or in any respect); and that the Firm might not have the ability to perform its enterprise plans as anticipated.

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Ahead-looking statements are based mostly upon a variety of estimates and assumptions that, whereas thought of affordable by the Firm presently, are inherently topic to vital enterprise, financial and aggressive uncertainties and contingencies that will trigger the Firm’s precise monetary outcomes, efficiency, or achievements to be materially totally different from these expressed or implied herein. A few of the materials elements or assumptions used to develop forward-looking statements embrace, with out limitation: the long run value of minerals; anticipated prices and the Firm’s capacity to boost extra capital if and when crucial; volatility available in the market value of the Firm’s securities; future gross sales of the Firm’s securities; the Firm’s capacity to hold on exploration and improvement actions; the success of exploration, improvement and operations actions; the timing and outcomes of drilling applications; the invention of mineral assets on the Firm’s mineral properties; the prices of working and exploration expenditures; the presence of legal guidelines and laws that will impose restrictions on mining; worker relations; relationships with and claims by native communities and indigenous populations; availability of accelerating prices related to mining inputs and labour; the speculative nature of mineral exploration and improvement (together with the dangers of acquiring crucial licenses, permits and approvals from authorities authorities); uncertainties associated to title to mineral properties; assessments by taxation authorities; fluctuations normally macroeconomic situations.

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The forward-looking statements contained on this information launch are expressly certified by this cautionary assertion. Any forward-looking statements and the assumptions made with respect thereto are made as of the date of this information launch and, accordingly, are topic to vary after such date. The Firm disclaims any obligation to replace any forward-looking statements, whether or not on account of new data, future occasions or in any other case, besides as could also be required by relevant securities legal guidelines. There might be no assurance that forward-looking statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Accordingly, readers shouldn’t place undue reliance on forward-looking statements.

Neither the TSX Enterprise Change nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.

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