Mr. Gordon Tainton reports

AZARGA METALS CLOSES SHARES FOR DEBT

As announced June 5, 2023, and June 27, 2023, Azarga Metals Corp. has issued a total of 8,958,293 common shares of the company in settlement of $140,759.77 of accounts payable and $1,202,984.69 of shareholder loans. The settlement of the final $560,857.36 shareholder loan to one individual is pending. The debt shares are valued at 15 cents per debt share.

The 8,958,293 debt shares issued are subject to a four-month-and-one-day hold period from the date of issuance.

The participation of certain insiders of the company in the shares-for-debt transaction constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The directors of the company, acting in good faith, determined that the fair market value of the debt shares being issued pursuant to the shares-for-debt transaction and the consideration being paid are reasonable. The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the debt shares, nor the debt exceeds 25 per cent of the company's market capitalization.