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Azul Ventures Announces A Proposed Consolidation, Private Placement and Property Acquisition
|By Marketwired .
|June 30, 2014 04:05 PM EDT
TORONTO, ONTARIO -- (Marketwired) -- 06/30/14 -- Azul Ventures Inc. ("Azul" or the "Company") (TSX VENTURE:AZL) announces that it intends to seek approval from shareholders for a consolidation of the common shares of Azul on three for one (3:1) basis, such that the existing 30,699,362 common shares will be consolidated and there were be approximately 10,233,121 post-consolidated common shares issued and outstanding (the "Consolidation"). Conditional on the approval and completion of the Consolidation, Azul proposes to undertake a non-brokered private placement offering of up to 28,000,000 post-consolidated common shares of Azul at a price of $0.05 per post-consolidated common share for aggregate gross proceeds of up $1,400,000 (the "Offering"). Assuming completion of the Offering, the net proceeds will be used to fund the Company's exploration and development activities, to repay the outstanding debt in full and for general corporate purposes.
The Offering will be made available by way of private placement exemptions in Canada and may be offered in other jurisdictions where they can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
It is expected that the Offering will result in the creation of a "Control Person" as such term is defined by the TSX Venture Exchange. Accordingly, shareholder approval for the creation of a "Control Person" will be sought at the same time as approval for the Consolidation.
Additionally, the Company is proposing to acquire a 100% interest (subject to a 2% Net Smelter Royalty) in 35 contiguous unpatented mineral claims, totalling 455 units and covering 7,264 hectares of land near Red Lake, Ontario (the "Treasure Property"). The Treasure Property is an early stage gold exploration property and would be acquired by Azul in exchange for the issuance of 6,000,000 post-consolidated shares of Azul to the current property owners (the "Acquisition").
The Offering and the Acquisition are subject to a number of conditions including receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange.
All securities issued in connection with the Offering and the Acquisition will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities law legislation.
Further details on the Offering, the Acquisition and the upcoming special shareholder meeting will be provided in the Company's Management Information Circular currently being prepared. A press release will be issued when further details on the special shareholder meeting are available.
About Azul Ventures Inc.
Azul Ventures Inc. is a mineral exploration company with the rights, through its wholly owned subsidiary Minera Azul Ventures Limitada, to acquire a 100% interest in two prospective copper-iron properties in La Higuera, Chile: the La Higuera Property and the Caballo Blanco Property. The properties are located approximately 600 km north of Santiago in a prolific I.O.C.G. belt surrounded by excellent infrastructure in a mining friendly jurisdiction.
The La Higuera Property was assembled as a result of the first-time consolidation of mining rights and covers a historic copper mining district with mining activity dating back to at least the late 18th century; however, there had been no known modern exploration conducted on the property. The mining concessions total 1,076 hectares and include two option agreements with separate concession holders (down from a total of 1,230 hectares which included four option agreements with concession holders, as two option agreements have been dropped). Since the consolidation of the mining rights in June 2011, Azul completed a rock sampling program, completed geophysical work which generated intense magnetic and chargeability anomalies coincident with existing copper workings, finalized a 4,088 m drill program and an underground mapping and sampling program.
The Caballo Blanco Property, which begins approximately 1 km southwest of the La Higuera Property, has historical copper workings and a total of 15 broad spaced reconnaissance holes were completed at Caballo Blanco by previous option holders. The Company has received and logged the core from these historical drill holes.
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; market conditions; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the "Risk Factors" section of the Company's Filing Statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Azul undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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