Core Nickel target Arizona Copper arranges financing

Executive Summary

• Arizona Copper and Gold Inc. (ACG) and Core Nickel Corp. are launching a best‑efforts brokered private placement of subscription receipts for up to $10 million in gross proceeds, with an over‑allotment option that could raise total proceeds to $11.5 million.
• The offering is priced at $1.50 per subscription receipt and includes a cash underwriting fee of 6 % plus broker warrants equal to 6 % of the receipts sold.
• Net proceeds (after fees) will be placed in escrow pending escrow‑release conditions and are intended to finance exploration, working capital, and general corporate purposes for the post‑RTO issuer (Arizona Eagle Mining Corp.).

Key Details

• Structure & Pricing
• Best‑efforts private placement of subscription receipts at $1.50 each.
• Over‑allotment option: agents may sell up to an additional $1.5 million in receipts.
• Gross Proceeds
• Base offering: up to $10 million.
• Including over‑allotment: potential total of $11.5 million.
• Use of Proceeds
• Finance exploration activities.
• Provide working capital and general corporate purposes for the resulting issuer (Arizona Eagle Mining Corp.).
• Conversion Mechanics
• Each receipt automatically converts into one unit (1 common share + ½ warrant) prior to closing, subject to escrow‑release conditions within 120 days of offering close.
• Warrants exercisable at $2 per share for two years from closing.
• Fees & Compensation
• Cash underwriting fee: 6 % of gross proceeds (50 % payable at closing, 50 % held in escrow).
• Broker warrants: 6 % of the number of receipts sold (including any exercised over‑allotment), convertible into post‑consolidation shares at the offering price for 24 months.
• Share Consolidation
• Prior to closing, Core will consolidate its shares on a 1‑for‑10 basis, pending shareholder approval.
• Closing Timeline
• Expected closing: on or about Nov 13 2025, subject to agreement between ACG and lead agent.
• Escrow Arrangement
• Net proceeds (gross minus 50 % of fee & estimated expenses) placed in escrow until escrow‑release conditions are satisfied/waived.
• If conditions not met, receipts cancelled and investors refunded principal plus pro‑rata interest; ACG liable for any shortfall.
• Regulatory Coverage
• Offered to Canadian investors (private placement), U.S. investors under exemption, and other qualified foreign investors—no prospectus required in those jurisdictions.
• Future Disclosures
• Detailed definitive agreement, financial information, and management disclosures will be provided in a subsequent comprehensive news release and filing statements on SEDAR+.

Notable Quotes

(No direct quotes were included in the release.)