Arizona Copper and Gold Ltd. and Core Nickel Corp. Announce Closing of Concurrent Financings

Executive Summary

• Arizona Copper & Gold Ltd. (ACG) and Core Nickel Corp. closed concurrent brokered private placements, issuing 2,659,421 Subscription Receipts at $1.20 each for total gross proceeds of $3,191,450.
• The proceeds will fund exploration at the Eagle Project, provide working capital, and support a proposed reverse‑takeover/exchange listing expected in early 2026.
• Insiders (management and board) subscribed to roughly 32% of the ACG Subscription Receipts, contributing $1.03 M, bringing total insider investment to over $4 M.

Key Details

• Offering Structure
• ACG issued 1,297,168 Subscription Receipts → $1,556,601 gross proceeds.
• Core Nickel issued 1,362,374 Subscription Receipts → $1,634,849 gross proceeds.

• Total aggregate: 2,659,421 Subscription Receipts @ $1.20 each = $3,191,450.

• Subscription Receipt Mechanics

• Each receipt converts, at closing of the Proposed Transaction, into one Core Nickel common share (post‑8.5:1 consolidation) plus one warrant to purchase an additional share at $1.50 exercise price, exercisable for three years.

• ACG Subscription Receipts are subject to an indefinite statutory hold; Core Nickel receipts have a four‑month‑plus‑one‑day hold.

• Insider Participation

• Management/board purchased 857,273 receipts = $1,028,727.60 (≈32% of total).

• Specific insider subscriptions:

  • Kevin Reid (CEO) – 277,373 Core Nickel receipts ($332,847.60) & 250,000 ACG receipts ($300,000).
  • Marc Pais (Director) – 250,000 ACG receipts ($300,000).
  • Paul Reid (Director) – 250,000 ACG receipts ($300,000).
  • Rick Vernon (Director) – 80,000 Core Nickel receipts ($96,000).

• Agent Compensation

• Cash fee: $151,623 (6% of gross proceeds; reduced to 3% for “president’s list” purchasers). Paid 50% at closing, 50% escrow‑released upon conversion.

• Broker Warrants: 126,352 warrants (6% of receipts sold; 3% for president’s list) exercisable at the Offering Price for 12 months after escrow release.

• Use of Proceeds

• Fund exploration activities at the Eagle Project.

• Provide working capital and general corporate purposes.

• Proposed Transaction

• Core Nickel will acquire all outstanding securities of ACG, effecting a reverse takeover where ACG shareholders become owners of the resulting combined entity (“Resulting Issuer”).

• Completion subject to TSX Venture Exchange approval, shareholder, court, and regulatory consents.

• Shareholder Ownership (post‑correction)

• Paul Reid – 8,500,100 shares (20.1%)
• Marc Pais – 8,500,100 shares (20.1%)
• Kevin Reid – 7,750,000 shares (18.3%)

• Total insider holdings: 24,750,200 shares (58.4% of fully‑diluted ACG).

• Outstanding Shares

• As of the release date, ACG has 39,868,950 common shares issued and outstanding.

Notable Quotes

“We are pleased to announce the successful closing of the financings related to our go‑public transaction… This capital will strengthen our balance sheet and positions us very well for a proposed exchange listing expected in early 2026…” – Kevin Reid, CEO, Arizona Copper & Gold Ltd.