Azarga Metals Announces Closing of $1.1 Million Private Placement
AZARGA METALS CORP.
UNIT 1 – 15782 MARINE DRIVE, WHITE ROCK, B.C. V4B 1E6, CANADA
www.azargametals.com
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
FOR IMMEDIATE RELEASE TSX-V: AZR
AZARGA METALS ANNOUNCES CLOSING OF $1.1 MILLION PRIVATE PLACEMENT
January 20, 2025 – Vancouver, B.C. – AZARGA METALS CORP. ("Azarga Metals" or the
“Company”) (TSX-V:AZR) is pleased to announce the closing of a non- brokered private
placement of common shares in the capital of the Company (“Common Shares”), as announced
on December 31, 2024, by the issuance of 36,666,666 Common Shares at an issue price of $0.03
per Common Share for aggregate gross proceeds of $1,100,000 (the “Private Placement”).
In addition, t he Company has entered into a debt settlement agreement with each of Gordon
Tainton (“Tainton”), the Company’s President and Chief Executive Officer , and Golden Oak
Corporate Services Ltd. (“Golden Oak”), a company controlled by the Chief Financial Officer and
Corporate Secretary of the Company. Tainton and Golden Oak have each agreed to forgive 80%
of unpaid fees up to and including December 2024, leaving a balance owing to Tainton and
Golden Oak of $125,900 (the “RP Debt”). The RP Debt shall be paid 50% on closing of the Private
Placement and 50% over the six-month period thereafter.
The Company intends to use the proceeds of the Private Placement on its 100% owned high-
grade copper -rich VMS Marg project located within the Keno Hill Silver District of the Yukon
Territory, to settle trade payables of $133,000, to settle the RP Debt , and for general and
administrative expenses.
Early Warning
This portion of this new release is issued pursuant to NI 62- 103, which also requires an early
warning report to be filed on SEDAR+ (www.sedarplus.ca) containing additional information with
respect to the foregoing matters. A copy of the related early warning report (“ EWR”) may be
obtained on Azarga Metals SEDAR+ profile.
In connection with the closing of the Private Placement Junbord International Limited (“Junbord”),
a BVI corporation, acquired ownership and control of 18,333,333 Common Shares of the
Company. Prior to completion of the Private Placement Junbord did not own or control any
Common Shares of the Company. Upon completion of the Private Placement Junbord owns and
controls an aggregate of 18,333,333 Common Shares, representing approximately 24.9% of the
issued and outstanding Common Shares.
The Common Shares were acquired in a private placement transaction which did not take place
through the facilities of any market for the Company’s securities. This transaction was completed
for investment purposes and Junbord could increase or decrease its investment in the Company
at any time, or continue to maintain its current investment position, depending on market
conditions or any other relevant factor. The Common Shares were acquired for aggregate
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AZARGA METALS CORP.
UNIT 1 – 15782 MARINE DRIVE, WHITE ROCK, B.C. V4B 1E6, CANADA
www.azargametals.com
consideration of $550,000, pursuant to the available prospectus exemptions contained in National
Instrument 45-106.
In connection with the closing of the Private Placement , Superb Standard Limited (“ Superb
Standard”), a Hong Kong corporation, acquired ownership and control of 18,333,333 Common
Shares of the Company. Prior to completion of the Private Placement Superb Standard did not
own or control any Common Shares of the Company. Upon completion of the Private Placement,
Superb Standard owns and controls an aggregate of 18,333,333 Common Shares, representing
approximately 24.9% of the issued and outstanding Common Shares.
The Common Shares were acquired in a private placement transaction which did not take place
through the facilities of any market for the Company’s securities. This transaction was completed
for investment purposes and Superb Standard c ould increase or decrease its investment in the
Company at any time, or continue to maintain its current investment position, depending on
market conditions or any other relevant factor. The Common Shares were acquired for aggregate
consideration of $550,000, pursuant to the available prospectus exemptions contained in National
Instrument 45-106.
Following closing the Private Placement Alexander Molyneux’s (“ Molyneux”) interest in Azarga
Metals has decreased below 10% to approximately 9.04 % of Azarga Metals issued and
outstanding Common Shares . Molyneux did not participate in the Private Placement and
continues to own 6,662,640 Common Shares of Azarga Metals. An EWR will be filed by Molyneux
on Azarga Metal’s company profile on SEDAR+. Molyneux holds the Azarga Metals Common
Shares for investment purposes and could increase or decrease his investment in the Company
at any time, or continue to maintain his current investment position, depending on market
conditions or any other relevant factor.
Following closing the Private Placement Blake Steele’s (“ Steele”) interest in Azarga Metals has
decreased below 10% to approximately 8.53% of Azarga Metals issued and outstanding Common
Shares. Steele did not participate in the Private Placement and continues to own 6,287,881
Common Shares of Azarga Metals. An EWR will be filed by Steele on Azarga Metal’s company
profile on SEDAR+. Steele is a director of the Company and will continue to report on SEDI as an
insider of the Company.
Gordon Tainton,
President and Chief Executive Officer
For further information please contact: Doris Meyer, at +1 604 536- 2711 ext. 3 or visit
www.azargametals.com. The address of the corporate office of Azarga Metals is Unit 1 - 15782
Marine Drive, White Rock, BC V4B 1E6, British Columbia, Canada.
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.
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 av ailable.
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AZARGA METALS CORP.
UNIT 1 – 15782 MARINE DRIVE, WHITE ROCK, B.C. V4B 1E6, CANADA
www.azargametals.com
Cautionary Statement:
This news release contains forward looking statements within the meaning of applicable securities laws.
The use of any of the words “ambition”, “estimate”, “concluded”, “offers”, “objective”, “may”, “will”, “should”,
“potential” and similar expressions are intended to identify forward looking statements. In particular, this
news release contains forward looking statements concerning the intended uses of the proceeds of the
Private Placement and the results of exploration on the Marg Project. Although the Company believes that
the expectations and assumptions on which the forward looking statements are based are reasonable,
undue reliance should not be placed on the forward looking statements because the Company cannot give
any assurance that they will prove correct. Since forward looking statements address future events and
conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of assumptions, factors and risks. These assumptions
and risks include, but are not limited to, assumptions and risks associated with the state of equity financing
markets, and results of future exploration activities by the Company. Management has provided the above
summary of risks and assumptions related to forward looking statements in this news release in order to
provide readers with a more comprehensive perspective on the Company’s future operations. The
Company’s actual results, performance or achievement could differ material ly from those expressed in, or
implied by, these forward looking statements and, accordingly, no assurance can be given that any of the
events anticipated by the forward looking statements will transpire or occur, or if any of them do so, what
benefits the Company will derive from them. These forward looking statements are made as of the date of
this news release, and, other than as required by applicable securities laws, the Company disclaims any
intent or obligation to update publicly any forward looking statements, whether as a result of new
information, future events or results or otherwise.