Not for distribution to United States newswire services or for dissemination in the United States
Vancouver, British Columbia, September 15, 2025 – Hayasa Metals Inc. (HAY: TSX-V; HAYAF: OTCQB) (“Hayasa” or the “Company”) is pleased to announce that it has increased its previously announced non-brokered private placement by $300,000 from up to 10,000,000 units (“Units”) at a price of $0.17 per unit for gross proceeds of up to $1,700,000, to up to 11,764,706 Units at a price of $0.17 per Unit for gross proceeds of up to $2,000,000 (the “Placement”). Each Unit will be comprised of one common share of the Company (“Share”) and one half of one share purchase warrant. Each whole share purchase warrant (“Warrant”) will entitle the holder to purchase one Share at a purchase price of $0.22 from the date that is 61 days following the close of the Placement until the date that is 18 months from the close of the Placement.
The Units to be issued under the Placement will be offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“Listed Issuer Financing Exemption”), in all the provinces of Canada. The Company may also offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The securities offered under the Listed Issuer Financing Exemption will not be subject to Canadian resale restrictions in accordance with applicable Canadian securities laws.
Joel Sutherland, CEO of Hayasa states “We are encouraged by the interest by existing and new shareholders in the offering and owing to strong demand that exceeds the initial offering size, we are pleased to increase the offering to $2,000,000 to accommodate the additional interest on a first come first serve basis. We continue to expect to have Urasar assays out in early October.”
The Placement is being led by existing shareholders and insiders. Net proceeds of the Placement will be used to advance exploration at the Company’s Urasar project in Armenia, evaluate other mineral property opportunities and for general working capital purposes.
There is an offering document relating to the Placement that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at https://hayasametals.com/. Prospective investors should read this offering document before making an investment decision.
The Company may pay finders’ fees in connection with the Placement, as permitted by applicable securities laws and the rules of the TSX Venture Exchange (“TSXV”). The finders’ fee will consist of a commission equal to up to 5.0% of the proceeds raised by eligible finders, payable in cash.
The Placement is scheduled to close on or about September 19, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSXV. The Placement may be closed in multiple tranches.
Certain Directors and/or Officers of the Company will acquire securities under the Placement. Any such participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI-61-101”). The Company anticipates that such participation in the Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI-61-101 as neither the fair market value of the Units acquired, nor the consideration paid by such Directors or Officers will exceed 25% of the Company’s market capitalization. Pursuant to the policies of the TSXV, Units acquired by Directors or Officers of the Company will be subject to a four-month hold period.
This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Hayasa Metals Inc.
Hayasa Metals Inc. is a Canadian-based exploration company focused on advancing its copper and gold projects in the Tethyan Mineral belt of Armenia. The Company controls both the Urasar copper-gold project and the Vardenis copper-gold project. The Company is committed to responsible exploration and sustainable development practices while creating long-term value for shareholders. Hayasa trades on the TSX Venture Exchange under the symbol HAY and on the OTCQB under HAYAF.
On behalf of the Board of Directors,
Joel Sutherland
CEO
Hayasa Metals Inc.
For further information, contact:
joel@hayasametals.com
www.hayasametals.com
https://x.com/Hayasametals
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward looking statements
This news release contains forward-looking statements. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations including the risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements only as expressly required by Canadian securities law.
