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Saga Metals Corp. ("SAGA" or the "Company") (TSXV: SAGA,OTC:SAGMF) (OTCQB: SAGMF) (FSE: 20H), a North American exploration company focused on critical minerals, is pleased to announce the closing of its previously announced non-brokered private placement pursuant to which the Company raised aggregate gross proceeds of C$2,988,024.64 (the " Offering ").
Pursuant to the Offering, the Company issued (i) 7,100,088 flow-through common share units of the Company (the " FT Units ") at C$0.28 per FT Unit for gross proceeds of C$1,988,024.64, and (ii) 4,000,000 hard dollar common share units of the Company (the " HD Units ", and together with the FT Units, the " Securities ") at C$0.25 per HDÂ Unit for gross proceeds of C$1,000,000.
Financing Overview:
Each FT Unit consists of one flow-through common share as defined in subsection 66(15) of the Income Tax Act (Canada) (the " Tax Act "), and one-half of one transferable common share purchase warrant (each whole warrant, a " Warrant "). Each Warrant will entitle its holder to purchase one common share in the capital of the Company (a " Warrant Share ") at a price of C$0.50 until October 10, 2027. The Warrant Shares underlying the FT Units will not qualify as "flow-through shares" under the Tax Act.
Each HD Unit consists of one common share and one-half of one Warrant. Each whole Warrant will entitle its holder to purchase one Warrant Share at a price of C$0.50 until October 10, 2027.
Each of the Warrants will be subject to the right of the Company to accelerate the expiry date of the Warrants to a date that is 30 days following dissemination of a news release announcing such acceleration if, at any time, after October 10, 2025 (the " Closing Date "), the closing price of the Company's common shares equals or exceeds C$0.75 for a period of ten consecutive trading days on the TSX Venture Exchange (the " Exchange ").
All securities issued in connection with the Offering are subject to a hold period of four months and one day following the Closing Date pursuant to applicable securities laws, expiring February 11, 2026.
The Company paid cash finder's fees in the aggregate amount of $130,003 and issued an aggregate of 478,204 finder's warrants in connection with the Offering. Each finder's warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.50 per share for a period of 24 months from the Closing Date.
The gross proceeds from the FT Units will be used by the Company for "Canadian exploration expenses" that are "flow-through critical mineral mining expenditures" (as such terms are defined in the Tax Act) on the Company's Canadian mineral resource properties. The net proceeds of the HD Units will be used by the Company for administrative and general working capital, which may include investor relations activities.
The securities of SAGA 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, unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available.
No securities regulatory authority has reviewed or approved of the contents of this news release. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of SAGA in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Marketing Services Agreement with Capitaliz.
The Company further reports that it has entered into a digital marketing services agreement effective as of October 13, 2025 (the " Capitaliz Agreement ") with 1123963 B.C. Ltd. D.B.A. Capitaliz (" Capitaliz "). Pursuant to the Capitaliz Agreement, Capitaliz will, among other things, provide the Company with certain marketing services to expand investor awareness of the Company's business and to communicate with the investment community (the " Capitaliz Services "). The Capitaliz Services will be provided by Capitaliz over a three-month term. The Capitaliz Agreement may be terminated at any time by either party with 30 days' notice.
Capitaliz is a content-driven digital marketing agency that connects public companies with social media influencers across all major social media platforms, leveraging a creator network that reaches over 100 million subscribers.
The Capitaliz Services will include, among other things: (i) multimedia content creation and syndication, including the production and distribution of editorial video content; (ii) targeted traffic generation through a combination of pay-per-click advertising, social media marketing, native advertising, search engine optimization, email campaigns, and retargeting strategies; and (iii) strategic social media amplification of campaign content across platforms such as Investorhub and YouTube; and (iv) expanded distribution through established relationships with financial media platforms. In consideration of the Capitaliz Services, and pursuant to the terms and conditions of the Capitaliz Agreement, the Company has agreed to pay Capitaliz a fee of C$200,000 (plus applicable taxes) over a three-month term, which will be paid using the Company's available working capital.
The Capitaliz Services will be rendered primarily online through a variety of news and investment community communications channels. Jeff Leslie, the principal of Capitaliz – located at 704 – 595 Howe Street, Box 35, Vancouver, BC, V6C 2T5 – will be involved in conducting the Capitaliz Services. Capitaliz and Mr. Leslie do not have any interest, directly or indirectly, in the Company or its securities, or any right or intent to acquire such an interest. The terms and conditions of the Capitaliz Agreement remain subject to approval of the Exchange.
Online Marketing Agreement with i2i Marketing Group, LLC.
In addition, the Company reports that it entered into an online marketing agreement (the " i2i Agreement ") with i2i Marketing Group, LLC (" i2i "). Pursuant to the i2i Agreement, i2i will, among other things, provide the Company with corporate marketing and investor awareness services, including, but not limited to, content creation management, author sourcing, project management and media distribution (the " i2i Services "). The i2i Services will be provided by i2i pursuant to an initial US$250,000 budget, which will be paid using the Company's available working capital, and may continue on a month-to-month basis thereafter until the i2i Agreement is terminated. The i2i Agreement may be terminated by either party upon 10 days' advance written notice to the other party during the contract term.
The i2i Services will be rendered primarily online through a variety of news and investment community communications channels. Joe Grubb and Kailyn White, principals of i2i will be providing services on behalf of i2i, which has an office located at 1107 Key Plaza #222 Key West, FL 33040. i2i, Mr. Grubb, and Ms. White do not have any interest, directly or indirectly, in the Company or its securities, or any right or intent to acquire such an interest.
The terms and conditions of the i2i Agreement remain subject to approval of the Exchange.
About Saga Metals Corp.
Saga Metals Corp. is a North American mining company focused on the exploration and discovery of a diversified suite of critical minerals that support the global transition to green energy. The Radar Titanium Project comprises 24,175 hectares and entirely encloses the Dykes River intrusive complex, mapped at 160 km² on the surface near Cartwright, Labrador. Exploration to date, including a 2,200m drill program, has confirmed a large and mineralized layered mafic intrusion hosting vanadiferous titanomagnetite (VTM) with strong grades of titanium and vanadium.
The Double Mer Uranium Project, also in Labrador, covers 25,600 hectares featuring uranium radiometrics that highlight an 18km east-west trend, with a confirmed 14km section producing samples as high as 0.428% U 3 O 8 and uranium uranophane was identified in several areas of highest radiometric response (2024 Double Mer Technical Report).
Additionally, SAGA owns the Legacy Lithium Property in Quebec's Eeyou Istchee James Bay region. This project, developed in partnership with Rio Tinto, has been expanded through the acquisition of the Amirault Lithium Project. Together, these properties cover 65,849 hectares and share significant geological continuity with other major players in the area, including Rio Tinto, Winsome Resources, Azimut Exploration, and Loyal Metals.
With a portfolio that spans key minerals crucial to the green energy transition, SAGA is strategically positioned to play an essential role in the clean energy future.
On Behalf of the Board of Directors
Mike Stier, Chief Executive Officer
For more information, contact:
Rob Guzman, Investor Relations
Saga Metals Corp.
Tel: +1 (844) 724-2638
Email: rob@sagametals.com
www.sagametals.com
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Disclaimer
This news release contains forward-looking statements within the meaning of applicable securities laws that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipates", "expects", "believes", and similar expressions or the negative of these words or other comparable terminology. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. In particular, this news release contains forward-looking statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the Offering, including the expected use of proceeds from the Offering, the receipt of the Capitaliz Services and the i2i Services, and the terms of the Capitaliz Agreement and the i2i Agreement. 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 include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, environmental risks, limitations on insurance coverage, inherent risks and uncertainties involved in the mineral exploration and development industry, particularly given the early-stage nature of the Company's assets, and the risks detailed in the Company's continuous disclosure filings with securities regulations from time to time, available under its SEDAR+ profile at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. 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 applicable law.
