Mr. Gordon Tainton reports

AZARGA METALS EXERCISED OPTION TO PURCHASE A 100% INTEREST IN THE MARG PROJECT, CENTRAL YUKON

Azarga Metals Corp. has reached terms with Minera Alamos Inc. whereby Azarga Metals will exercise the option to purchase the Marg project, located in central Yukon.

Marg project agreement

In January, 2024, the company and through various corporate actions what is now Minera Alamos agreed to restructure the terms of the Marg project as an option to purchase agreement (see news release dated Jan. 8, 2024). To exercise the option to purchase, Minera Alamos has further agreed that subject to and upon receipt of the approval of the TSX Venture Exchange, Azarga Metals will at closing as full and final settlement of the purchase price (a) pay $210,000 cash to Minera Alamos and (b) issue Minera Alamos 1,981,250 common shares of the company as calculated by dividing $158,500 by eight cents, which shares will bear a legend restricting trading for a period of six months from the date of issuance, (c) execute the amended net smelter return royalty agreement so that the net smelter returns royalty is reduced from 2 per cent to 1 per cent, and (d) Minera Alamos retains its rights to a milestone payment of $300,000 payable in cash or shares at the discretion of Minera Alamos upon making a decision to mine.

Upon closing, Azarga Metals will own the Marg project free and clear, subject only to the NSR and milestone payment.

Security-based compensation

On July 30, 2025, a total of 1.5 million deferred share units (DSUs) were granted to two independent directors and a total of 1.35 million restricted share units (RSUs) were granted to three officers of the company under the company's equity incentive plan. The DSUs will vest on the first anniversary of the grant date and the RSUs will vest as to one-third on the first, second and third anniversaries of the grant date. The DSUs and RSUs will be settled in accordance with the equity incentive plan.

In addition, a total of 1.95 million stock options were granted pursuant to the company's stock option plan and grant the holder the right to purchase one common share at a purchase price of eight cents per common share for a period of five years from the date of grant. The stock options will vest immediately upon grant.

We seek Safe Harbor.