Azarga Metals Secures C$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 SECURES C$1.1 MILLION PRIVATE PLACEMENT
December 31, 2024 – Vancouver, B.C. – AZARGA METALS CORP. ("Azarga Metals" or the
“Company”) (TSX-V:AZR) is pleased to announce that Junbord International (“Junbord”), a BVI
corporation, and Superb Standard Limited (“Superb Standard”), a Hong Kong corporation, have
executed subscription agreement s to a non -brokered private placement (the “ Private
Placement”) of 36,666,667 common shares (“Common Shares”) at an issue price of C$0.03 per
Common Share for aggregate gross proceeds of C$1.1 million. On closing the Private Placement
each of Junbord and Superb Standard , will become a Control Person of the Company (as such
term is defined in the policies of the TSX Venture Exchange (the “TSXV”)).
President and CEO, Gordon Tainton commented, “Azarga welcomes both Junbord and Superb
Standard as significant shareholders. The investment demonstrates the confidence each of them
has in Azarga and its Marg project.”
Junbord does not currently hold any Common Shares of the Company. Upon closing the Private
Placement and issuance of the Common Shares, Junbord will control 18,333,333 Common
Shares of the Company representing 24.9% of the outstanding Common Shares of the Company
after the closing of the Private Placement.
Superb Standard does not currently hold any Common Shares of the Company. Upon closing the
Private Placement and issuance of the Common Shares, Superb Standard will control 18,333,333
Common Shares of the Company representing 24.9% of the outstanding Common Shares of the
Company after the closing of the Private Placement.
Under the Policies of the TSXV, a “Control Person” is defined as any person that holds or is one
of a combination of persons that holds a sufficient number of any of the securities of a corporation
so as to affect materially the control of the corporation, or that holds more than 20% of the
outstanding voting shares of a corporation except where there is evidence showing that the holder
of those securities does not materially affect the control of the issuer. Pursuant to the policies of
the TSXV, if a transaction will result in the creation of a new Control Person, the TSXV will require
the Company to obtain shareholder approval of the transaction on a disinterested basis excluding
any shares held by the proposed new Control Person and its associates and aff iliates. Approval
for the creation of a new Control Person pursuant to the Private Placement will be sought by a
consent resolution in writing of the majority of the Company’s shareholders of the Company.
The Private Placement is subject to the approval of disinterested shareholders and the
acceptance of the TSXV.
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AZARGA METALS CORP.
UNIT 1 – 15782 MARINE DRIVE, WHITE ROCK, B.C. V4B 1E6, CANADA
www.azargametals.com
The Company intends to use the Private Placement proceeds on its 100% owned high- grade
copper-rich VMS Marg project located within the Keno Hill Silver District of the Yukon Territory
and general and administrative expenses.
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 head 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 available.
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 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. 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 forw ard 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 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.