VANCOUVER, British Columbia, April  22, 2024  (GLOBE NEWSWIRE) -- AZINCOURT ENERGY CORP. ("Azincourt" or the "Company") (TSX.V: AAZ), is pleased to announce it has closed a first tranche of its non-brokered private placement consisting of 10,714,356 flow-through units (the "FT Units") offered at a price of $0.035 per FT Unit (the "Offering") for gross proceeds of $375,002.50. The Company is also pleased to announce an upsize to the Offering and will now raise aggregate gross proceeds of up to $500,000.

Each FT Unit is comprised of one flow-through common share (a "FT Share") and one common share purchase warrant (a "Warrant"). Each Warrant is exercisable at a price of $0.05 into one common share for a period of 36 months from the date of closing of the Offering.

The gross proceeds of the Offering will be applied to the drilling, exploration and development of the Company's East Preston Property, located in the Athabasca region of Saskatchewan, Canada and the Big Hill lithium project, located in southwestern Newfoundland. Proceeds of the Offering will not be used for payments to non-arms length parties or to persons conducting investor relations activities.

In connection with the closing of the first tranche of the Offering, the Company paid finders' fees totaling $21,000.18 and issued a total of 350,000 finder's warrants. Each finder's warrant is exercisable into one common share of the Company at a price of $0.05 until April 22, 2027. The securities issued under the Offering are subject to a hold period under applicable securities laws in Canada expiring four months and one day from the date of closing of the Offering and are subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the final approval of the TSX Venture Exchange.

The FT Shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act")). An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), and (ii) as "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act) (collectively, the "Qualifying Expenditures"). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2025 and will be renounced by the Company to the initial purchasers of the FT Shares with an effective date no later than December 31, 2024.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.