(TheNewswire)
Vancouver, British Columbia – TheNewswire - February 22, 2024 – Arizona Gold SilverExploration Inc. (the “Company” or “Arizona Gold Silver Inc”)(TSXV:AZS) (OTC:AZASF) is pleased to announce anon-brokered private placement (the “ Private Placement ”)offering of up to 2,222,222 million units (“ Units ”) at a priceof $0.30 per Unit for gross proceeds of up to CAD $1,000,000. EachUnit will consist of one common share and one common share purchasewarrant (“ Warrant ”) Each Warrant will entitle theholder to purchase one additional common share of the Company at aprice of $0.45 for two (2) years following the closing of the PrivatePlacement .
The Company may pay finders' fees to eligible findersfor services in connection with the Private Placement in cash orwarrants exercisable into shares (“ Finders Warrants ”). The terms of the Finders Warrants will be the same terms as theWarrants pursuant to the Private Placement.
All securities issued pursuant to the Private Placementwill be subject to a statutory hold period of four months and one dayfrom the date of issuance, in accordance with applicable securitieslaws. The closing of the Private Placement is subject to the receiptof all necessary regulatory approvals.
The Company plans to use the proceeds of the PrivatePlacement for further exploration of the Philadelphia Property inMohave County, Arizona, the advancement of other Company projects, aswell as for general working capital purposes.
To demonstrate continued support of the Company’sgrowth plans, certain insiders of the Company will participate in thePrivate Placement. Such participation is considered a related partytransaction within the meaning of Multilateral Instrument 61-101– Protection of MinoritySecurity Holders in Special Transactions (“ MI61-101 “). The related party transaction willbe exempt from minority approval and valuation requirements pursuantto the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI61-101, as neither the fair market value of the securities to beissued under the Private Placement nor the consideration to be paid bythe insiders will exceed 25% of the Company’s marketcapitalization.
Please refer to our web site for all news and updatedproperty information:
www.arizonasilverexploration.com
About Arizona Gold & SilverInc.
Arizona Silver is a young exploration company focusedon exploring gold-silver properties in western Arizona and Nevada.The flagship asset is the Philadelphia gold-silver property where theCompany 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 norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
CAUTION CONCERNING FORWARD-LOOKINGSTATEMENTS
This news release includes certain forward-lookingstatements or information. All statements other than statements ofhistorical fact included in this release are forward-lookingstatements that involve various risks and uncertainties.Forward-looking statements in this news release include statements inrelation to the timing, cost and other aspects of the 2023-2024exploration program; the potential for development of the mineralresources; the potential mineralization and geological merits of theexploration properties; and other future plans, objectives orexpectations of the Company. There can be no assurance that suchstatements will prove to be accurate and actual results and futureevents could differ materially from those anticipated in suchstatements. Important factors that could cause actual results todiffer materially from the Company's plans or expectations include therisk that actual results of current and planned explorationactivities, including the results of the Company's 2023-2024 drillingprogram(s) on its properties, will not be consistent with theCompany's expectations; the geology, grade and continuity of anymineral deposits and the risk of unexpected variations in mineralresources, grade and/or recovery rates; fluctuating metals prices;possibility of accidents, equipment breakdowns and delays duringexploration; exploration cost overruns or unanticipated costs andexpenses; uncertainties involved in the interpretation of drillingresults and geological tests; availability of capital and financingrequired to continue the Company's future exploration programs andpreparation of geological reports and studies; delays in thepreparation of geological reports and studies; the metallurgicalcharacteristics of mineralization contained within the explorationproperties are yet to be fully determined; general economic, market orbusiness conditions; competition and loss of key employees; regulatorychanges and restrictions including in relation to required permits forexploration activities (including drilling permits) and environmentalliability; timeliness of government or regulatory approvals; and otherrisks detailed herein and from time to time in the filings made by theCompany with securities regulators. In connection with theforward-looking information contained in this news release, theCompany has made numerous assumptions, including that the Company's2023-2024 programs would proceed as planned and within budget. TheCompany expressly disclaims any intention or obligation to update orrevise any forward-looking statements whether as a result of newinformation, future events or otherwise, except as otherwise requiredby applicable securities legislation.
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