SAGA Metals Announces Non-Brokered Private Placement and Debt Settlement
SAGA Metals Announces Non-Brokered Private
Placement and Debt Settlement
This news release is not for distribution to U.S. newswire services or for dissemination in the
United States.
VANCOUVER, B.C. – April 24, 2026 – SAGA Metals Corp. (“SAGA” or the “Company”) (TSXV: SAGA)
(OTCQB: SAGMF) (FSE: 20H), a North American exploration company focused on c ritical mineral
discoveries, announces that it intends to complete a financing by way of a non-brokered private
placement for aggregate gross proceeds of up to C$7 ,150,000 (the “ O5ering ”) comprised of up to
11,000,000 flow-through common share units of the Company (the “FT Units ”) at C$0.65 per FT Unit.
Each FT Unit consists of one flow-through common sha re as defined in subsection 66(15) of the
Income Tax Act (Canada) (the “ Tax Act ”), and one-half of one transferable “non-flow throu gh”
common share purchase warrant (each whole warrant a “ Warrant ”). Each whole Warrant will entitle
its holder to purchase one “non-flow-through” common share in the capital of the Company (a
“Warrant Share ”) at a price of C$1.10 for 24 months from the clos ing date of the O4ering (the
“Closing Date ”). The Warrant Shares underlying the FT Units will not qualify as “flow through shares”
under the Tax Act.
Each of the Warrants will be subject to the right of the Company to accelerate the expiry date of the
Warrants to a date that is 30 days following dissem ination of a news release announcing such
acceleration if, at any time, after the Closing Dat e, the closing price of the Company’s common
shares equals or exceeds C$1.75 for a period of ten consecutive trading days on the TSX Venture
Exchange.
All securities issued in connection with the O4ering are subject to a hold period of four months and
one day following the Closing Date pursuant to applicable securities laws.
The gross proceeds from the FT Units will be used b y the Company for “Canadian exploration
expenses” that are “flow-through critical mineral mining expenditures” (as such terms are defined in
the Tax Act) on the Company’s Canadian mineral resource properties.
The securities of SAGA have not been and will not b e 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
o4ered or sold, within the United States, unless exemptions from the registration requirements of the
U.S. Securities Act and applicable state securities laws are available.
No securities regulatory authority has reviewed or approved of the contents of this news release. This
news release does not constitute an o4er to sell or a solicitation of an o4er to buy any securities of
SAGA in any jurisdiction in which such o4er, solicitation or sale would be unlawful.
The Company also announces that it has entered into debt settlement agreements to settle an
aggregate of C$220,461 of outstanding indebtedness owing to two arm’s-length creditors (together
the “ Creditors ”) in exchange for the issuance of an aggregate of 367,436 common shares of the
Company to the Creditors (the “ Debt Settlement ”). Completion of the Debt Settlement is subject to
the Company receiving all regulatory approvals, including acceptance by the TSX Venture Exchange.
Any shares issued to the Creditors or in connection with the Debt Settlement will be subject to a
statutory hold period of four months and one day.
About SAGA Metals Corp.
SAGA Metals Corp. is a North American mining company focused on the exploration and discovery
of a diversified suite of critical minerals that support the North American transition to supply security.
The Radar Ti-V-Fe Project comprises 24,175 hectares and entirely encloses the Dykes River intrusive
complex, mapped at 160 km² on the surface near Cartwright, Labrador. Exploration to date, including
12,446 m of drilling, has confirmed a large, mineralized layered mafic intrusion hosting vanadiferous
titanomagnetite (VTM) and ilmenite mineralization with strong grades of titanium and vanadium.
The Company has signed a definitive agreement to acquire 100% of the Wolverine Heavy Rare Earth
Element Project in Labrador, a near-surface REE system hosted within a peralkaline caldera complex
that shares strong geological similarities with the Tanbreez and Strange Lake deposits. The project
features consistent mineralization, with zones spanning 26 km2, including drill assays up to 2.03%
TREO with approximately 28% HREO content, and sample assays up to 21.6% TREO.
The Double Mer Uranium Project covers 25,600 hectar es and features uranium radiometrics that
highlight an 18km east-west trend, with a confirmed 14km section producing samples as high as
0.428% U 3O8. (2024 Double Mer Technical Report).
Additionally, SAGA owns the Legacy Lithium Project in Quebec's Eeyou Istchee James Bay region.
This project spans 65,849 hectares and shares signi ficant geological continuity with other major
players in the area, including Rio Tinto, Li-FT Power, SOQUEM, and Loyal Metals.
With a portfolio spanning key commodities critical to the clean energy future, SAGA is strategically
positioned to play an essential role in securing critical minerals.
On Behalf of the Board of Directors
Mike Stier, Chief Executive Officer
For more information, contact:
Rob Guzman, Investor Relations
SAGA Metals Corp.
Tel: +1 (844) 724-2638
Email: [email protected]
www.sagametals.com
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts respo nsibility for the adequacy or accuracy of this
release.
Cautionary Disclaimer
This news release contains forward-looking statements within the meaning of applicable securities
laws that are not historical facts. Forward-looking statements are often identified by terms such as
“will”, “may”, “should”, “anticipates”, “expects”, “believes”, and similar expressions or the negative
of these words or other comparable terminology. All statements other than statements of historical
fact, included in this release are forward-looking statements that involve risks and uncertainties. In
particular, this news release contains forward-look ing information pertaining to the Company’s
plans and objectives in respect of the Debt Settlem ent, terms and conditions of the O4ering, the
gross proceeds of the O4ering and the use of proceeds from the O4ering. There can be no assurance
that such statements will prove to be accurate and actual results and future events could di4er
materially from those anticipated in such statement s. Important factors that could cause actual
results to di4er materially from the Company’s expectations include, but are not limited to, changes
in the state of equity and debt markets, fluctuation s in commodity prices, delays in obtaining
required regulatory or governmental approvals, envi ronmental risks, limitations on insurance
coverage, inherent risks and uncertainties involved in the mineral exploration and development
industry, particularly given the early-stage nature of the Company’s assets, and the risks detailed in
the Company’s continuous disclosure filings with securities regulations from time to time, available
under its SEDAR+ profile at www.sedarplus.ca. The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be incorrect. Events or circumstances
may cause actual results to di4er materially from t hose predicted, as a result of numerous known
and unknown risks, uncertainties, and other factors , many of which are beyond the control of the
Company. The reader is cautioned not to place undue reliance on any forward-looking information.
Such information, although considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may di4er materially from those anticipated. Forward-
looking statements contained in this news release a re expressly qualified by this cautionary
statement. The forward-looking statements contained in this news release are made as of the date
of this news release and the Company will update or revise publicly any of the included forward-
looking statements only as expressly required by applicable law.