Azarga Metals Closes Non-Brokered 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 CLOSES NON-BROKERED PRIVATE PLACEMENT
March 30, 2026 – Vancouver, B.C. – AZARGA METALS CORP. ("Azarga Metals" or the
“Company”) (TSX-V:AZR) is pleased to announce that on March 27, 2026, the Company has
closed its non-brokered private placement, as previously announced on February 17, 2026 (the
“Private Placement”), for gross proceeds of $ 500,559.75, through the issuance of 3,707,850
units.
The Private Placement consisted of units of the Company (the “Units”) at a price of $0. 135 per
Unit. Each Unit consists of one common share (each a “Share”) of the Company and one-half of
one share purchase warrant (each whole share purchase warrant, a “ Warrant”). Each Warrant
entitles the holder to purchase one common share of the Company (each a “Warrant Share”) at
a price of $0. 20 per Warrant Share for a period of two (2) years from closing of the Private
Placement. The Private Placement was oversubscribed by $559.75 or 4,147 units.
The net proceeds of the Private Placement will be used to prepare an exploration program for the
2026 field season on the Company’s 100% owned high- grade copper-rich VMS Marg project
located within the Keno Hill Silver District of the Yukon Territory and general working capital
purposes.
In connection with the Private Placement, the Company paid cash finder’s fees of $7,862.40 and
issued 58,240 Shares at $0.135 per Share, and 116,480 non-transferable finder’s warrants to
certain arm’s length finders. Each non-transferable finder’s warrant is exercisable to acquire one
Share of the Company at a price of $0.135 per Share for a period of two (2) years from the date
of closing the Private Placement.
The securities issued in connection with the Private Placement will be subject to a four-month and
one-day hold period under applicable securities laws. The Private Placement is subject to certain
conditions including, but not limited to, the receipt of all necessary regulatory and other approvals
including the approval of the TSX Venture Exchange (“TSXV”).
Insider Participation
Junbord International Limited. (“ Junbord”) and Superb Standard Ltd. (" Superb"), current
shareholder approved control persons of the Company, participated in the Private Placement with
Junbord subscribing for 925,925 Units and Superb subscribing for 925,925 Units, which
constitutes a related party transaction pursuant to Multilater al Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“ MI 61-101”). There has not been a material
change in the percentage of the outstanding securities of the Company that are individually or
beneficially owned by Junbord or Superb as a result of its participation in the Private Placement.
The Company is exempt from the requirements to obtain a formal valuation and minority
Page 2
AZARGA METALS CORP.
UNIT 1 – 15782 MARINE DRIVE, WHITE ROCK, B.C. V4B 1E6, CANADA
www.azargametals.com
shareholder approval in connection with the participation of the insiders in the Private Placement
in reliance of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively,
as the fair market value of the insider participation does not exceed 25% of the Company’s market
capitalization as determined in accordance with MI 61-101.
Marketing Engagement
Azarga also announces the engagement of Triomphe Holdings Ltd., doing business as Capital
Analytica, an arm's -length service provider, to provide certain marketing and social media
services to the Company, in accordance with the policies of the TSXV and applicable securities
laws. Based in Nanaimo, British Columbia, Capital Analytica specializes in marketing, social
media and public awareness within the mining and metals sector. Capital Analytica will provide
social media services, capital market consultation and social engagement reporting for an initial
six-month term for a fee of $150,000 payable in two tranches, the first tranche being payable upon
execution of the agreement, and the second tranche payable on June 27, 2026, with an option to
renew the agreement for an additional six months at a rate of $75,000 unless terminated earlier
in accordance with the terms of the agreement. The Company has granted Capital Analytica
incentive stock options to purchase 300,000 common shares at an exercise price of $0. 15 per
share for a period of five ( 5) years. The stock options will be subject to standard IR vesting
provisions. The agreement with Capital Analytica remains subject to the approval of the TSXV.
Capital Analytica and its principal are arms-length to the Company and do not currently hold any
securities in the Company.
AZARGA METALS CORP.
Gordon Tainton,
President and Chief Executive Officer
For further information please contact: Ben Meyer , at +1 604 536 -2711 ext. 1 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.
Caution to US Investors
The securities referred to in this news release 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, or for the account or
benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state
securities laws, unless an exemption from such registration is available. This news release does
not constitute an offer to sell securities, nor a solicitation of an offer to buy any securities. Any
public offering of securities in the United States must be made by means of a prospectus
containing detailed information about the company and management, as well as financial
statements. “United States” and “U.S. person” have the respective meanings assigned in
Regulation S under the U.S Securities Act.
Page 3
AZARGA METALS CORP.
UNIT 1 – 15782 MARINE DRIVE, WHITE ROCK, B.C. V4B 1E6, CANADA
www.azargametals.com
Forward Looking Statements
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
completion of the Private Placement, the intended uses of the proceeds of the Private Placement,
regulatory acceptance of the Private Placement, and the results of exploration on the Marg
Project, the engagement of Capital Analytica, and approval of the TSXV regarding the terms and
conditions of the Capital Analytica agreement . 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 risk s 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 forwa rd 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 materially 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.