Arizona GOLD & Silver Inc. Announces Equity Financing
NEWS RELEASE
NOT FOR DISTRIBUTION TO THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES
ARIZONA GOLD & SILVER INC. ANNOUNCES EQUITY FINANCING
Vancouver, British Columbia / February 22, 2024 – Arizona Gold Silver Exploration Inc. (the
“Company” or “Arizona Gold Silver Inc”) (TSX -V: AZS) (OTCQB: AZASF) is pleased to announce a
non-brokered private placement (the “Private Placement”) offering of up to 2,222,222 million units (“Units”)
at a price of $0.30 per Unit for gross proceeds of up to CAD $1,000,000. Each Unit will consist of one common
share and one common share purchase warrant (“Warrant”) Each Warrant will entitle the holder to purchase
one additional common share of the Company at a price of $0.45 for two (2) years following the closing of the
Private Placement.
The Company may pay finders' fees to eligible finders for services in connection with the Private Placement
in cash or warrants exercisable into shares (“Finders Warrants”). The terms of the Finders Warrants will be
the same terms as the Warrants pursuant to the Private Placement.
All securities issued pursuant to the Private Placement will be subject to a statutory hold period of four months
and one day from the date of issuance, in accordance with applicable securities laws. The closing of the Private
Placement is subject to the receipt of all necessary regulatory approvals.
The Company plans to use the proceeds of the Private Placement for further exploration of the Philadelphia
Property in Mohave County, Arizona, the advancement of other Company projects, as well as for general
working capital purposes.
To demonstrate continued support of the Company’s growth plans, certain insiders of the Company will
participate in the Private Placement. Such participation is considered a related party transaction within the
meaning of Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special
Transactions (“MI 61 -101“). The related party transaction will be exempt from minority approval and
valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as
neither the fair market value of the securities to be issued under the Private Placement nor the consideration to
be paid by the insiders will exceed 25% of the Company’s market capitalization.
Please refer to our web site for all news and updated property information:
www.arizonasilverexploration.com
About Arizona Gold & Silver Inc.
Arizona Silver is a young exploration company focused on exploring gold-silver properties in western Arizona
and Nevada. The flagship asset is the Philadelphia gold-silver property where the Company is drilling off an
epithermal gold-silver system.
On behalf of the Board of Directors:
ARIZONA GOLD & SILVER INC.
Mike Stark, President and CEO, Director
Phone: (604) 833-4278
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 CONCERNING FORWARD-LOOKING STATEMENTS
This news release includes certain forward -looking statements or information. All statements other than
statements of historical fact included in this release are forward -looking statements that involve various risks
and uncertainties. Forward-looking statements in this news release include statements in relation to the timing,
cost and other aspects of the 2023-2024 exploration program; the potential for development of the mineral
resources; the potential mineralization and geological merits of the exploration properties; and other future
plans, objectives or expectations of the Company. There can be no assurance that such statements will prove
to be accurate and actual results and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ materially from the Company's plans or
expectations include the risk that actual results of current and planned exploration activities, including the
results of the Company's 2023-2024 drilling program(s) on its pro perties, will not be consistent with the
Company's expectations; the geology, grade and continuity of any mineral deposits and the risk of unexpected
variations in mineral resources, grade and/or recovery rates; fluctuating metals prices; possibility of accidents,
equipment breakdowns and delays during exploration; exploration cost overruns or unanticipated costs and
expenses; uncertainties involved in the interpretation of drilling results and geological tests; availability of
capital and financing required to continue the Company's future exploration programs and preparation of
geological reports and studies; delays in the preparation of geological reports and studies; the metallurgical
characteristics of mineralization contai ned within the exploration properties are yet to be fully determined;
general economic, market or business conditions; competition and loss of key employees; regulatory changes
and restrictions including in relation to required permits for exploration activities (including drilling permits)
and environmental liability; timeliness of government or regulatory approvals; and other risks detailed herein
and from time to time in the filings made by the Company with securities regulators. In connection with the
forward-looking information contained in this news release, the Company has made numerous assumptions,
including that the Company's 2023-2024 programs would proceed as planned and within budget. The Company
expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as
a result of new information, future events or otherwise, except as otherwise required by applicable securities
legislation.