Newmont to Acquire 23.77% Participating Interest in the Eleonore South Joint Venture from Azimut Exploration in Stock Transaction

Author: Charles Gross | August 08, 2022 06:49am
Azimut Exploration Inc. ("Azimut" or the "Company") (TSXV:AZM) (OTCQX:AZMTF) is pleased to announce the execution of two definitive agreements in respect of the Eleonore South and Wabamisk joint ventures in the Eeyou-Istchee James Bay ("James Bay") region of Quebec: Eleonore South Joint Venture - Sale by Azimut of its 23.77% participating interest in the Eleonore South Joint Venture (the "ELSJV") to affiliates of (i) Newmont Corporation (TSX:NGT, NYSE:NEM) and (ii) Fury Gold Mines Limited (TSX:FURY, NYSE:FURY); and Wabamisk Joint Venture - Transfer by an affiliate of Newmont to Azimut of a 51% participating interest in the Wabamisk Joint Venture (the "Wabamisk JV"), resulting in Azimut regaining 100% of the Wabamisk Property. The ELSJV is considered a non-core asset for the Company after it announced a gold discovery on the 100%-owned Elmer Property in January 2020. Azimut is actively delineating the Patwon Gold Zone on the Elmer Property and advancing a maiden NI 43-101 mineral resource estimate (see Azimut's press release of July 28, 2022). The Wabamisk JV is a gold property strategically located in the James Bay region. Regaining 100% interest in this property will enable Azimut to reassess its excellent exploration potential and business options. Principal Terms and Conditions of the Transactions Eleonore South Joint Venture Pursuant to an agreement dated August 8, 2022 between Azimut, two affiliates of Newmont Corporation (together with Newmont Corporation, "Newmont"), and an affiliate of Fury Gold Mines Limited (together with Fury Gold Mines Ltd, "Fury"), Azimut has agreed, subject to certain conditions, to sell to Newmont and Fury, on a pro rata basis, its 23.77% participating interest in the ELSJV (the "ELSJV Transaction"). In connection with the ELSJV Transaction, Azimut will receive from Newmont an aggregate of 2.9 million common shares of Azimut, which are beneficially controlled by Newmont and represent approximately 3.5% of the 82,193,844 common shares of Azimut presently issued and outstanding. Immediately upon closing of the ELSJV Transaction, such 2.9 million common shares will be returned to Azimut's treasury for cancellation, thus resulting in the reduction of Azimut's common shares issued and outstanding to 79,293,844. The return to treasury and cancellation of the 2.9 million shares will result in an increase of approximately 3.7% of shareholders' respective interests in Azimut's share capital and, indirectly, in Azimut's assets, including its 100%-owned flagship Elmer Property. Upon closing of the ELSJV Transaction, the participating interests in the ELJV will be held by Fury (50.022%) and Newmont (49.978%), with Fury acting as operator. Completion of the ELSJV Transaction is subject to certain conditions precedent, including the approval of the TSX Venture Exchange, and is expected to close in the third quarter of 2022. Wabamisk Joint Venture Pursuant to an agreement dated August 8, 2022, Newmont has exercised its right to voluntarily withdraw from the Wabamisk JV in consideration for the payment by Azimut of a nominal amount of $1 and Newmont will cease to be a participant in the Wabamisk JV (the "Wabamisk Transaction"). Upon closing of the Wabamisk Transaction, Azimut will own a 100% interest in the 333 mining claims comprising the Wabamisk Property. The Wabamisk Transaction is scheduled to close by about September 6, 2022.

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