Arizona Gold & Silver Inc.  (TSX-V: AZS) (OTCQB: AZASF) is pleased to announce a non-brokered private placement offering of up to 10 million units at a price of $0.30 per Unit for gross proceeds of up to CAD $3,000,000 million. Each Unit will consist of one common share and one common share purchase warrant. Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.40 for three years following the closing of the Private Placement.

As part of the financing terms Sprott Global Resource Investments, Ltd. has agreed to act as finders in the Private Placement, with a lead order of CAD $850,000 from a single US Fund.

The Company may pay finders’ fees of 4% 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.

“We feel very fortunate to have Sprott take the lead on this financing.  Sprott recognizes the success and growing potential of Arizona’s Philadelphia project” stated Mike Stark, President & CEO.

The Company plans to use the proceeds of the Private Placement for further exploration and drilling of the Philadelphia Property in Mohave County, Arizona, the advancement of other Company projects, as well as for general working capital purposes.

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.

To demonstrate continued support for 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. 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.

It is anticipated that the transaction will be settled on or around Thursday, October 3rd, 2024.

About Arizona Gold & Silver Inc.

Arizona Gold 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 a significant epithermal gold-silver system.