Arizona Copper and Gold Ltd. and Core Nickel Corp. Provide Update on Reverse Takeover Transaction and Concurrent Financing

Executive Summary

• Arizona Copper and Gold Ltd. (ACG) and Core Nickel Corp. announce the closing of concurrent brokered private placements on Nov 25, 2025, raising $3,191,450 at $1.20 per subscription receipt.
• The proceeds will fund a reverse‑takeover in which Core Nickel will acquire all ACG securities, creating a new “Resulting Issuer” that will focus on the Eagle Project (Arizona) and retain Core Nickel’s Manitoba nickel assets.
• Upon completion, current ACG shareholders will own ~86 % of the Resulting Issuer, while Core Nickel shareholders will hold ~14 %; the combined entity is expected to be listed on the TSXV as a Tier‑2 mining issuer.

Key Details

• Concurrent Offerings – 2,659,542 subscription receipts (ACG and Core Nickel) at $1.20 each → gross proceeds $3,191,450.
• Subscription Receipt Mechanics – Each receipt converts into one unit (share + warrant). Post‑conversion, ACG shares exchange for Resulting Issuer shares; warrants become Resulting Issuer warrants exercisable at $1.50 (shares) or $1.20 (warrants).
• Agent Compensation – Up to 6 % of gross proceeds as cash fee; additional broker warrants equal to up to 6 % of receipts issued.
• Use of Proceeds – Fund exploration at the Eagle Project, working capital, and general corporate purposes.
• Proposed Transaction Structure – Court‑approved plan of arrangement (Ontario Business Corporations Act). Core Nickel will consolidate shares 8.5:1 before closing; exchange ratio set at $1.20 per Core Nickel share for each ACG share. Aggregate deemed price for ACG shares ≈ $47,842,740 (excluding concurrent offerings).
• Resulting Issuer Ownership – Post‑transaction: ACG shareholders ~86 % (≈39.87 M shares); Core Nickel shareholders ~14 % (≈6.47 M shares).
• Name Change & Listing – Resulting Issuer to be renamed “Arizona Eagle Mining Corp.” and listed on the TSXV after closing.
• Capitalization Pre‑Closing – Core Nickel: 54,991,718 common shares, 18,820,891 warrants, 3,490,000 options. ACG: 39,868,950 shares, 2,500,000 options.
• Trading Halt – Core Nickel’s TSXV trading halted until transaction completion; reinstatement to be sought for Resulting Issuer shares.
• Exploration Update – Eagle Project sampling (312 grab/channel samples) returned up to 92 g/t Au, 764 g/t Ag, and 27.6 % Cu; a 16,800‑m diamond‑core drill program (56 holes) is planned, with Phase 1 targeting 6,300 m across the McCabe‑Rebel zone.
• Shareholder & Regulatory Approvals – Required approvals from Core Nickel and ACG shareholders (early 2026), TSXV, court, and other regulatory bodies; related‑party and non‑arm’s‑length considerations disclosed.
• Financial Snapshot (as of 31 Dec 2024) – Total assets $87,129 k; liabilities $130,094 k; shareholders’ deficit $(42,965) k.

Notable Quotes

“The combined entity will leverage ACG’s high‑grade Eagle Project and Core Nickel’s extensive Manitoba nickel portfolio to create a diversified, Tier‑2 mining company,” – Kevin Reid, CEO of ACG.

Materiality: Material – Positive (significant financing, corporate restructuring, and future exploration program).