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AZL

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Share Name Share Symbol Market Type
TSXV:AZL TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Azul Ventures Announces A Proposed Consolidation, Private Placement and Property Acquisition

30/06/2014 9:05pm

Marketwired Canada


Azul Ventures Inc. ("Azul" or the "Company") (TSX VENTURE:AZL) announces that it
intends to seek approval from shareholders for a consolidation of the common
shares of Azul on three for one (3:1) basis, such that the existing 30,699,362
common shares will be consolidated and there were be approximately 10,233,121
post-consolidated common shares issued and outstanding (the "Consolidation").
Conditional on the approval and completion of the Consolidation, Azul proposes
to undertake a non-brokered private placement offering of up to 28,000,000
post-consolidated common shares of Azul at a price of $0.05 per
post-consolidated common share for aggregate gross proceeds of up $1,400,000
(the "Offering"). Assuming completion of the Offering, the net proceeds will be
used to fund the Company's exploration and development activities, to repay the
outstanding debt in full and for general corporate purposes. 


The Offering will be made available by way of private placement exemptions in
Canada and may be offered in other jurisdictions where they can be issued on a
private placement basis, exempt from any prospectus, registration or other
similar requirements.


It is expected that the Offering will result in the creation of a "Control
Person" as such term is defined by the TSX Venture Exchange. Accordingly,
shareholder approval for the creation of a "Control Person" will be sought at
the same time as approval for the Consolidation.


Additionally, the Company is proposing to acquire a 100% interest (subject to a
2% Net Smelter Royalty) in 35 contiguous unpatented mineral claims, totalling
455 units and covering 7,264 hectares of land near Red Lake, Ontario (the
"Treasure Property"). The Treasure Property is an early stage gold exploration
property and would be acquired by Azul in exchange for the issuance of 6,000,000
post-consolidated shares of Azul to the current property owners (the
"Acquisition").


The Offering and the Acquisition are subject to a number of conditions including
receipt of all necessary corporate and regulatory approvals, including the
approval of the TSX Venture Exchange. 


All securities issued in connection with the Offering and the Acquisition will
be subject to a statutory hold period of four months plus a day from the date of
issuance in accordance with applicable securities law legislation.


Further details on the Offering, the Acquisition and the upcoming special
shareholder meeting will be provided in the Company's Management Information
Circular currently being prepared. A press release will be issued when further
details on the special shareholder meeting are available.


About Azul Ventures Inc. 

Azul Ventures Inc. is a mineral exploration company with the rights, through its
wholly owned subsidiary Minera Azul Ventures Limitada, to acquire a 100%
interest in two prospective copper-iron properties in La Higuera, Chile: the La
Higuera Property and the Caballo Blanco Property. The properties are located
approximately 600 km north of Santiago in a prolific I.O.C.G. belt surrounded by
excellent infrastructure in a mining friendly jurisdiction.


The La Higuera Property was assembled as a result of the first-time
consolidation of mining rights and covers a historic copper mining district with
mining activity dating back to at least the late 18th century; however, there
had been no known modern exploration conducted on the property. The mining
concessions total 1,076 hectares and include two option agreements with separate
concession holders (down from a total of 1,230 hectares which included four
option agreements with concession holders, as two option agreements have been
dropped). Since the consolidation of the mining rights in June 2011, Azul
completed a rock sampling program, completed geophysical work which generated
intense magnetic and chargeability anomalies coincident with existing copper
workings, finalized a 4,088 m drill program and an underground mapping and
sampling program.


The Caballo Blanco Property, which begins approximately 1 km southwest of the La
Higuera Property, has historical copper workings and a total of 15 broad spaced
reconnaissance holes were completed at Caballo Blanco by previous option
holders. The Company has received and logged the core from these historical
drill holes.


Cautionary Statements

Information set forth in this news release may involve forward-looking
statements under applicable securities laws. Forward-looking statements are
statements that relate to future, not past, events. In this context,
forward-looking statements often address expected future business and financial
performance, and often contain words such as "anticipate", "believe", "plan",
"estimate", "expect", and "intend", statements that an action or event "may",
"might", "could", "should", or "will" be taken or occur, or other similar
expressions. All statements, other than statements of historical fact, are
forward-looking statements. By their nature, forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
Company's actual results, performance or achievements, or other future events,
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following risks: the need for additional financing;
operational risks associated with mineral exploration; market conditions;
fluctuations in commodity prices; title matters; environmental liability claims
and insurance; reliance on key personnel; the potential for conflicts of
interest among certain officers, directors or promoters with certain other
projects; the absence of dividends; competition; dilution; the volatility of our
common share price and volume and the additional risks identified in the "Risk
Factors" section of the Company's Filing Statement or other reports and filings
with the TSX Venture Exchange and applicable Canadian securities regulations.
Forward-looking statements are made based on management's beliefs, estimates and
opinions on the date that statements are made and Azul undertakes no obligation
to update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change, except as required by applicable securities
laws. Investors are cautioned against attributing undue certainty to
forward-looking statements. 


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Azul Ventures Inc.
David O'Connor
President and Chief Executive Officer
(416) 907-7363
info@azul-ventures.com
www.azul-ventures.com

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