Azincourt to acquire 5 Li projects from New Age Metals

Dec 11, 2017

2017-12-11 08:19 ET – News Release

Also News Release (C-NAM) New Age Metals Inc

Mr. Ian Stalker of Azincourt reports

AZINCOURT ENERGY SIGNS LETTER OF INTENT TO ACQUIREA FIVE LITHIUM PROJECTS IN MANITOBA

Azincourt Energy Corp. has signed a non-binding letter of intent (LOI) with New Age Metals Inc. to acquire up to 100-per-cent interest in five lithium exploration projects located in the Winnipeg River pegmatite field, Manitoba, Canada.

The agreement covers the Lithium One, Lithium Two, Lithman West, Lithman East and Lithman North projects. The land package included in this agreement represents the largest mineral claim holdings (6,000 hectares) of projects for the lithium group or type of minerals in the Bird River greenstone belt, which contains the Winnipeg River pegmatite field.

The Winnipeg River pegmatite field is host to numerous lithium-rich pegmatites in addition to the world-class Tanco pegmatite, a highly fractionated lithium-cesium-tantalum-(LCT)-type pegmatite that has been mined at the Tanco mine since 1969 for spodumene (a major rock unit for lithium (Li)), tantalum (Ta), cesium (Cs), rubidium (Rb) and beryllium (Be) ores.

Three of the five projects are drill ready:

Lithium Two project:

A historical estimate* from drilling in 1947 defined 545,000 tonnes of 1.4 per cent lithium oxide (Li2O), drilled to a depth of 60 metres.
Fieldwork in 2016 confirmed that the Eagle and FD5 pegmatites contained significant surface spodumene.
Twelve samples collected returned a range of 0.02 per cent to 3.04 per cent Li2O from the Eagle pegmatite, and up to 2.08 per cent Li2O from the FD5 pegmatite.
The Eagle pegmatite is about 1,100 metres in length, up to 12 metres wide and open to depth.
The project is adjacent to Quantum Minerals Corp. Cat Lake lithium project (also known as Irgon lithium mine).

* Note: The mineral reserve estimate cited above as part of the Lithium Two project is presented as a historical estimate which does not conform to current National Instrument 43-101 standards. A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves. Although the historical estimates are believed to be based on reasonable assumptions, they were calculated prior to the implementation of National Instrument 43-101 standards. These historical estimates therefore do not meet current standards as defined under sections 1.2 and 1.3 of NI 43-101; consequently, the issuer is not treating the historical estimate as current mineral resources or mineral reserves.

Lithium One project:

Fieldwork in 2016 sampled several historical pegmatites.
Grab samples of the pegmatitic granites and pegmatites in the project area returned values from 0.00 to 4.33 per cent Li2O with the high values obtained at the Silverleaf pegmatite.
Several of the other pegmatites in the project area yielded lithium values from lepidolite and spodumene.
Approximately 40 pegmatites are estimated to exist north of Greer Lake with around 100 to the south of the lake.
The Silverleaf pegmatite was excavated and mined for spodumene in the 1920s, with surface exposure of 80 m by 45 m.
Several targest are drill ready.

Lithman West project:

There are historical rock and soil geochemical anomalies.
Anomalies have not been drill tested.
The project is drill ready.

The Lithman West and East projects are adjacent to the Tanco mine lease property. Tanco mine is an underground cesium, spodumene and tantalum mine. The mine has the largest known deposit of pollucite and is also the world’s largest producer of cesium. The pegmatite orebody now mined by the Tanco mine was discovered in the late 1920s. Major minerals found in the mine include spodumene (lithium bearing), amblygonite (lithium bearing), pollucite (cesium bearing) and beryl (beryllium bearing) and a host of tantalum-bearing minerals.

The additional projects contained in this agreement, Lithman East (adjacent to Tanco) and Lithman North, represent prospective exploration areas that require additional ground work to determine drill targets.

“We are pleased to be able to announce this LOI with New Age Metals,” said Azincourt energy chairman, Ian Stalker. “The lithium market is obviously very strong right now, and the near-term future for lithium demand remains extremely positive. Our decision to expand Azincourt’s focus to include lithium and other materials is something we feel strongly about. To get a foothold and exposure in this environment, at this time, is an important and strategic step for us.

“This, along with our uranium exposure, separates us from a range of junior exploration companies out there and augurs well for our future and investment strategy, particularly now that the uranium market has also started to show signs of life,” continued Mr. Stalker.

Terms

The optionor, New Age Metals, under its 100-per-cent-owned subsidiary Canadian Lithium Development (CLD), controls the five project areas. For up to 60 per cent of CLD and the five projects included in this agreement, the company will pay the optionor $200,000 staged in four equal payments over the next 18 months. In addition, the company will issue up to one million shares, staged in four equal instalments, by the third anniversary of the signing of the definitive agreement. Work expenditures in the projects total $2.85-million over three years, with $500,000 year one, $600,000 year two, $1-million year three, plus an additional $750,000 to reach the 60-per-cent threshold.

To earn 100 per cent the company must meet additional requirements. Within 90 days of the company earning its 60 per cent in CLD or the project, New Age Metals has to the option to enter into a joint venture on a 60-per-cent Azincourt/40-per-cent New Age Metals basis using a standard Canadian junior mining joint venture agreement.

In the event New Age Metals does not elect to enter into the above-mentioned agreement then the company must issue an additional one million shares to New Age Metals within 15 days of New Age Metals electing not to participate in the joint venture. The company must also expend an additional $1-million by Oct. 30, 2022, on any of the projects it elects to so long as all projects are in good standing. In the event the company does not make the $1-million expenditure Azincourt’s percentage will remain at 60 per cent.

Upon completion of all stock, property expenditures and cash payments Azincourt will have earned 100 per cent of CLD subject to a 2-per-cent net smelter royalty on all five of the projects.

Under terms of the non-binding LOI the company must complete its due diligence and enter into a definitive agreement no later than Jan. 15, 2018.

All securities issued in connection with the property option will be subject to a four-month-and-one-day statutory hold period. The property option remains subject to a number of conditions, including negotiation of definitive agreements, approval of the TSX Venture Exchange, and such other conditions as are customary in transactions of this nature.

About Azincourt Energy Corp.

Azincourt Energy is a Canadian-based resource company specializing in the strategic acquisition, exploration and development of alternative energy/fuel projects, focusing on uranium, lithium, cobalt, and other critical energy and fuel elements.

We seek Safe Harbor.

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