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VANCOUVER, British Columbia, April  18, 2024  (GLOBE NEWSWIRE) -- AZINCOURT ENERGY CORP. ("Azincourt" or the "Company") (TSX.V: AAZ), is pleased to announce a non-brokered private placement to raise gross proceeds of up to C$375,000 consisting of flow-through units (the "FT Units") offered at a price of $0.035 per FT Unit (the "Offering").

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

The gross proceeds of the Offering will be applied to the drilling, exploration and development of the Company's 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.

The Company may pay finders' fees under the offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The securities issued under the Offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the Offering and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional 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.