Colin Sutherland and Rick Vernon, directors of AMC, each purchased an aggregate of 100,000 Common Shares under the
Arizona Metals Corp. Completes Oversubscribed Non-Brokered Private
Placement
/Not for distribution to U.S. news wire services or dissemination in the United States/
TORONTO, Feb. 12, 2020 -- Arizona Metals Corp. (TSXV: AMC) (the “ Company” or “AMC”), is pleased to announce that,
further to its press releases dated January 16, 2020 and January 20, 2020, it has a closed an oversubscribed non-brokered
private placement offering (the “Offering”) of 4,741,000 common shares of the Company (“Common Shares ”) at a purchase
price of $0.50 per Common Share, for aggregate gross proceeds of $2,370,500 (the “ Closing”). Net proceeds of the Offering
will be used for general corporate and working capital purposes. The Offering is subject to TSX Venture Exchange (“ TSXV”)
acceptance of regulatory filings.
Colin Sutherland and Rick Vernon, directors of AMC, each purchased an aggregate of 100,000 Common Shares under the
Offering. Kevin Reid, an insider of the Company, beneficially purchased an aggregate of 500,000 Common Shares under the
Offering. The purchase of Common Shares pursuant to the Offering by Colin Sutherland, Rick Vernon and Kevin Reid
(collectively, the “Related Parties”) constituted a “related party transaction” as such term is defined by Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the MI
61-101 valuation and minority approval requirements for related party transactions in connection with the Offering because the
Company was not listed on a stock exchange specified in section 5.5(b) of MI 61-101, and neither the fair market value of the
Common Shares purchased by the Related Parties, nor the proceeds to be received by the Company in respect of the Related
Parties’ participation in the Offering, exceeded $2,500,000. The material change report is being filed less than 21 days before
the closing of the Offering as the extent of related party participation remained unknown until the date of the Closing.
The Offering was considered and approved by the board of directors of the Company. Colin Sutherland and Rick Vernon, each
a director of AMC, declared a conflict and abstained from voting on such resolutions to the extent of their interest in the
Offering. The remaining directors voted unanimously to approve the Offering.
In connection with the Closing, the Company paid cash finder’s fees to eligible finders of an aggregate of $93,900. All
securities issued pursuant to the Offering are subject to a statutory hold period ending June 13, 2020. The Offering is subject
to TSXV acceptance of regulatory filings.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933 , as
amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Arizona Metals Corp.
Arizona Metals Corp. owns 100% of the Kay Mine Property in Yavapai County, which is located on a combination of patented
and BLM claims totaling 1,300 acres that are not subject to any royalties. An historic estimate by Exxon Minerals in 1982
reported a “proven and probable reserve of 6.4 million short tons at a grade of 2.2% copper, 2.8g/t gold, 3.03% zinc, and 55g/t
silver”. The historic estimate at the Kay Mine was reported by Exxon Minerals in 1982. The historic estimate has not been
verified as a current mineral resource. None of the key assumptions, parameters, and methods used to prepare the historic
estimate were reported, and no resource categories were used. Significant data compilation, re-drilling and data verification
may be required by a Qualified Person before the historic estimate can be verified and upgraded to be compliant with current
NI 43-101 standards. A Qualified Person has not done sufficient work to classify it as a current mineral resource, and AMC is
not treating the historic estimate as a current mineral resource.
The Kay Mine is a steeply dipping VMS deposit that has been defined from a depth of 150m to at least 900m. It is open for
expansion on strike and at depth.
The Company also owns 100% of the Sugarloaf Peak Property, in La Paz County, which is located on 4,400 acres of BLM
claims. Sugarloaf is a heap-leach, open-pit target and has a historic estimate of “100 million tons containing 1.5 million ounces
gold” at a grade of 0.5g/t (Dausinger, 1983, Westworld Resources).
The historic estimate at the Sugarloaf Peak Property was reported by Westworld Resources in 1983. The historic estimate
has not been verified as a current mineral resource. None of the key assumptions, parameters, and methods used to prepare
the historic estimate were reported, and no resource categories were used. Significant data compilation, re-drilling and data
verification may be required by a Qualified Person before the historic estimate can be verified and upgraded to be compliant
with current NI 43-101 standards. A Qualified Person has not done sufficient work to classify it as a current mineral resource,
and AMC is not treating the historic estimate as a current mineral resource.
For further information, please contact:
Marc Pais
Chief Executive Officer
Arizona Metals Corp.
(416) 565-7689
www.arizonametalscorp.com
Disclaimer
This press release contains statements that constitute “forward-looking information” (collectively, “forward-looking
statements”) within the meaning of the applicable Canadian securities legislation, All statements, other than statements of
historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this
news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or
variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will”
be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-
looking statements contained in this press release include, without limitation, the use of proceeds of the Offering and the
Company’s future business plans. In making the forward- looking statements contained in this press release, the Company
has made certain assumptions, including that: all applicable regulatory approvals for the Offering will be received. Although
the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance
that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and
other factors which may cause the actual results and future events to differ materially from those expressed or implied by
such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive,
political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and
information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no
obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information,
future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF
THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.