Mr. Gordon Tainton reports

AZARGA METALS CLOSES NON-BROKERED PRIVATE PLACEMENT

On Sept. 28, 2026, the company closed its non-brokered private placement, as previously announced on Sept. 8, 2026, and Sept. 24, 2026, for gross proceeds of $2,941,479, through the issuance of 16,341,552 common shares.

The private placement consisted of shares of the company at a price of 18 cents per share.

The net proceeds of the private placement will be used to advance its exploration program on the company's 100-per-cent-owned high-grade copper-rich VMS Marg project located within the Keno Hill silver district of the Yukon Territory, costs of the private placement and general working capital purposes.

In connection with the private placement, the company paid cash finders' fees of $60,118 and issued 333,991 non-transferable finders' warrants to certain arm's-length finders. The non-transferable finders' warrant is exercisable to acquire one share of the company at a price of 18 cents per share for a period of two years from the date of closing the private placement.

The securities issued in connection with the private placement will be subject to a four-month-and-one-day hold period under applicable securities laws. The private placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange.

Security-based compensation

In addition, the company granted a total of 2,616,666 restricted share units (RSUs) to directors, officers and a consultant of the company under the company's equity incentive plan. The RSUs to independent directors and the consultant will vest on the first anniversary of the grant date and for officers the RSUs will vest as to one-third on the first, second and third anniversaries of the grant date. The RSUs will be settled in accordance with the equity incentive plan.

In addition, a total of 1.45 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 18 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.