Arizona Gold & Silver Announces Over-Allotment to Oversubscribed Private Placement

Mar 28, 202418:36 UTC

(TheNewswire)

NOT FOR DISTRIBUTION TO THE UNITED STATES OR FORDISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia /TheNewswire / March 28, 2024 – Arizona Gold & SilverInc. (TSXV: AZS) (OTCQB:AZASF)The Company is pleased to announce that due toinvestor demand, the size of its non-brokered private placement(“PrivatePlacement”) previously announced on February22, 2024 has been increased to 5,841,797 units from 3,333,333 Units ofthe Company (each a “Unit”) at a price of CAD$0.30 with totalproceeds of CAD$1,748,489.21. Each Unit will consist of one commonshare and one transferable share purchase warrant (each whole warrant,a “Warrant”). Each warrant will entitle the holder to purchase oneadditional common share in the capital of the Company (a“Warrant Share”) for a period of 24 months from the date of issue at anexercise price of CAD$0.45 per Warrant Share.

It is expected that certain directors and officers ofthe company will participate in the private placement and are relatedparties within the meaning of Multilateral Instrument 61-101 --Protection of Minority Security Holders in Special Transactions of theCanadian Securities Administrators. The participation of certaindirectors and officers in the private placement will constitute arelated party transaction under MI 61-101. The company intends to relyupon exemptions from the formal valuation and minority approvalrequirements of MI 61-101.

All securities issued under the private placement willbe subject to a hold period of four months and one day from theclosing date. The Company may pay finders' fees in cash. The privateplacement and finders' fees are subject to regulatory approval.

Net proceeds of the private placement will be used forproject exploration and general working capital purposes.

Please refer to our web site for all news and updatedproperty information:

https://arizonagoldsilver.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 such statements. Important factors that could cause actualresults to differ materially from the Company's plans or expectationsinclude the risk that actual results of current and plannedexploration activities, including the results of the Company's2023-2024 drilling program(s) on its properties, will not beconsistent with the Company's expectations; the geology, grade andcontinuity of any mineral deposits and the risk of unexpectedvariations in mineral resources, grade and/or recovery rates;fluctuating metals prices; possibility of accidents, equipmentbreakdowns and delays during exploration; exploration cost overruns orunanticipated costs and expenses; uncertainties involved in theinterpretation of drilling results and geological tests; availabilityof capital and financing required to continue the Company's futureexploration programs and preparation of geological reports andstudies; delays in the preparation of geological reports and studies;the metallurgical characteristics of mineralization contained withinthe exploration properties are yet to be fully determined; generaleconomic, market or business conditions; competition and loss of keyemployees; regulatory changes and restrictions including in relationto required permits for exploration activities (including drillingpermits) and environmental liability; timeliness of government orregulatory approvals; and other risks detailed herein and from time totime in the filings made by the Company with securities regulators. Inconnection with the forward-looking information contained in this newsrelease, the Company has made numerous assumptions, including that theCompany's 2023-2024 programs would proceed as planned and withinbudget. The Company expressly disclaims any intention or obligation toupdate or revise any forward-looking statements whether as a result ofnew information, future events or otherwise, except as otherwiserequired by applicable securities legislation.