Hayasa closes $1.89-million private placement

Mr. Joel Sutherland reports HAYASA ANNOUNCES CLOSING OF $2M PRIVATE PLACEMENT LIFE OFFERING OF UNITS Hayasa Metals Inc. has closed its previously announced and oversubscribed, non-brokered private placement consisting of a total of 11,165,282 units at a price of 17 cents per unit for gross proceeds of $1,898,098. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase an additional common share at a price of 22 cents per share from Nov. 23, 2025, to 18 months following closing of the private placement. Teck Resources Ltd. has acquired 934,500 units as part of the private placement to maintain its 9.9-per-cent ownership on a partially diluted basis. The company intends to use the net proceeds of the private placement for continuing exploration work at the company's Urasar project located in central and northern Armenia, acquiring control of additional property, and general working capital purposes. Specifically, the company expects to undertake another 2,000-metre drill program at Urasar in 2026, and has a pipeline of projects under consideration for acquisition. Joel Sutherland, Hayasa's chief executive officer, comments: "We are very pleased that Teck continues to show their support as an investor. And we are optimistic that all shareholders will benefit from Hayasa's first-mover advantage in Armenia as we look to add an additional property over 2026." The units were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions (NI 45-106). Pursuant to NI 45-106, the securities forming part of the units issued to Canadian residents under the private placement are not subject to resale restrictions, except where restrictions are otherwise required pursuant to the policies of the TSX Venture Exchange. The company is relying on the exemptions in Coordinated Blanket Order 45-935 --Exemptions from Certain Conditions of the Listed Issuer Financing Exemption and is qualified to distribute securities in reliance on the exemptions included in the order. The TSX-V's final acceptance of the private placement is conditional upon the company satisfying the filing requirements as outlined in TSX-V Policy 4.1 -- Private Placements. The company paid a total of $48,420 in finders' fees in connection with the private placement, as permitted by applicable securities laws and the rules of the TSX-V. The finders' fees comprise a cash commission equal to 5 per cent of proceeds raised by the following entities: Haywood Securities Inc., Ventum Financial Corp., Canaccord Genuity Corp., Research Capital Corp., Red Cloud Securities Inc. and Marcus Moser. Pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions the company advises that two officers of the company participated in the private placement by purchasing 588,400 units for aggregate proceeds of $100,028. The company will be relying on the exemptions from the formal valuation requirements contained in Section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in Section 5.7(1) (a) of MI 61-101, as the company is not listed on specified markets and the fair market value of the insider participation in the private placement does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The securities underlying the units purchased by the officers are subject to a four-month hold period pursuant to TSX-V policies. Early warning report Dennis Moore acquired 294,200 units pursuant to the private placement. Mr. Moore acquired the 294,200 units at a price of 17 cents per unit for the total purchase price of $50,014 pursuant to the private placement. Immediately prior to completion of the private placement, Mr. Moore owned and/or had control over an aggregate of 8,130,574 common shares, representing approximately 13.31 per cent of the issued and outstanding common shares of the company on an undiluted basis. Following completion of the private placement, Mr. Moore will own and/or have control over an aggregate of 8,424,774 common shares, representing approximately 11.56 per cent of the issued and outstanding common shares of the company on an undiluted basis, resulting in a decrease of approximately 1.74 per cent of the company's issued and outstanding common shares. In addition, Mr. Moore also owns and/or has control over 500,000 common share purchase warrants and 780,000 stock options. If Mr. Moore exercises all of his warrants and stock options, he would then own and/or have control over, 9,704,774 common shares, representing approximately 13.09 per cent of the issued and outstanding common shares of the company on a partially diluted basis, assuming that no further common shares of the company have been issued. Mr. Moore acquired the securities for investment purposes. Mr. Moore may, depending on market and other conditions, increase or decrease his beneficial ownership of the company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities. The disclosure respecting Mr. Moore's shareholdings of the company contained in this press release is made pursuant to Multilateral Instrument 62-104 -- Take-Over Bids and Issuer Bids and a report respecting the above acquisition will be filed with the applicable securities commissions using SEDAR+ and will be available for viewing at SEDAR+. About Hayasa Metals Inc. Hayasa Metals 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. We seek Safe Harbor.