/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR U.S.
DISSEMINATION/
Symbol: AZM.TSX Venture
LONGUEUIL, QC, Aug. 25 /CNW Telbec/ - Azimut Exploration Inc. ("Azimut")
announced today that it has filed a preliminary short form prospectus with the
securities regulatory authorities in each of the provinces of Canada in
connection with a proposed offering of common shares and flow-through common
shares (the "Offering"). The Offering will be conducted on a best-efforts
agency basis through a syndicate of agents led by Blackmont Capital Inc. (the
"Agents").
The pricing of the Offering will be determined based on market conditions
at the time of filing of the final short form prospectus. Closing of the
Offering is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of the TSX Venture
Exchange.
The Company has also granted to the Agents an over-allotment option
exercisable, in whole or in part, until the date that is 30 days after the
date of closing of the Offering, to sell up to such number of common shares of
the Company as is equal to 15% of the total number of shares sold under the
Offering. As additional remuneration, the Company will grant compensation
warrants to the Agents to purchase a number of compensation shares that is
equal to 6% of the total number of shares sold under the Offering. The
compensation warrants may be exercised at any time during a period of two
years following the date of their grant at a price which is equal to the
offering price of the common shares.
The net proceeds from the Offering will be used by Azimut to complete the
acquisition of NWT Uranium Corp.'s interest in the North Rae and Daniel Lake
properties. Azimut will use the balance of the net proceeds from the Offering
for (i) exploration work on the North Rae and Daniel Lake properties;
(ii) expansion of targeting activity, property acquisition and partnership
development; (iii) exploration on other existing properties; (iv) professional
fees; and (v) general corporate purposes, including working capital. Azimut
will use the proceeds from the issue and sale of the flow-through common
shares to incur Canadian Exploration Expenses on its North Rae and Daniel Lake
properties.
Forward-looking statements
This news release contains forward-looking statements which reflect
management's expectations regarding the Company's future growth, results of
operations, performance and business prospects and opportunities. Wherever
possible, words such as "anticipate", "believe", "expect", "intend" and
similar expressions have been used to identify these forward-looking
statements. In particular, this news release contains forward-looking
statements which include statements regarding the Company's use of proceeds
from the Offering. These statements reflect management's current beliefs and
are based on information currently available to management. Forward-looking
statements involve significant risk, uncertainties and assumptions. A number
of factors could cause actual results, performance or achievements to differ
materially from the results discussed or implied in the forward-looking
statements. Although the forward-looking statements contained in this news
release are based upon what management believes to be reasonable assumptions,
the Company cannot assure prospective purchasers that actual results will be
consistent with these forward-looking statements. These forward-looking
statements are made as of the date of this news release. The Company
anticipates that subsequent events and developments may cause its views to
change.
About Azimut
Azimut is one of the most active mineral exploration companies in Quebec
with 49 gold, uranium and nickel properties, 17 active option agreements and a
2008 partner-funded exploration budget of $11 million. Azimut's objective is
to discover major ore deposits using an innovative targeting methodology
combined with considerable exploration know-how.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press release. Not
for dissemination or distribution in the United States of America.
This press release does not constitute an offer to sell or a solicitation
or an offer to buy any of the securities in the U.S. The securities have not
been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or any state securities laws and
may not be offered, sold or delivered within the United States except in
transactions exempt from the registration requirements of the U.S. Securities
Act and applicable states securities laws.
%SEDAR: 00003284EF
