Arizona Copper and Gold Inc. and Core Nickel Corp. Announce Launch of Brokered Financing of up to $10 Million

Executive Summary

• Arizona Copper and Gold Inc. (ACG) is launching a best‑efforts private placement of subscription receipts for up to $10 million (potentially $11.5 M with agents’ option).
• The proceeds will fund exploration, working capital and general corporate purposes for the post‑transaction entity (“Resulting Issuer”), which will operate as Arizona Eagle Mining Corp. after a reverse takeover of Core Nickel Corp. and a 1‑for‑10 share consolidation.
• Subscription receipts convert into ACG Units (one common share + ½ warrant) at $1.50 each; warrants are exercisable at $2.00 for two years, and broker warrants will be issued to agents equal to 6 % of units sold.

Key Details

• Offering Size: Up to $10,000,000 in gross proceeds; agents’ option adds up to an additional $1,500,000, for a total possible gross proceeds of $11,500,000.
• Price per Subscription Receipt: $1.50.
• Lead Agent & Bookrunner: Stifel Canada (sole lead agent) with a syndicate of agents.
• Agents’ Option: Right to sell up to $1.5 M additional receipts; may be exercised any time before closing.
• Conversion Mechanics: Each receipt automatically converts (no extra payment) into one ACG Unit prior to the Transaction’s closing, subject to escrow release conditions (deadline 120 days after offering close).
• ACG Unit Composition: 1 common share + ½ of an ACG Share purchase warrant.
• Warrant Terms: Each full warrant exercisable for one additional ACG share at $2.00 per share, valid for 2 years from closing.
• Share Consolidation: Post‑Transaction, Core will consolidate shares on a 1‑for‑10 basis (one post‑consolidation share for every ten pre‑consolidation shares).
• Broker Warrants to Agents: Equal to 6 % of the number of subscription receipts sold; each broker warrant exchanges for one post‑consolidation broker warrant, exercisable at the offering price for 24 months after closing.
• Agents’ Fee: Cash fee equal to 6 % of gross proceeds; 50 % payable at closing, remaining 50 % held in escrow.
• Use of Proceeds: Fund exploration activities, working capital and general corporate purposes of the Resulting Issuer.
• Closing Date Expected: On or about November 13 2025, subject to agreement between ACG and lead agent.
• Escrow Arrangement: 50 % of agents’ fee and estimated expenses deducted; remaining proceeds held in escrow pending satisfaction/waiver of escrow release conditions. If conditions are not met, subscription receipts will be cancelled and investors refunded principal plus any accrued interest.
• Regulatory Coverage: Offered privately to Canadian investors, U.S. investors under applicable exemptions, and other foreign investors where no prospectus is required. No statutory hold period applies to the securities issued upon conversion.

Notable Quotes

(No direct quotes were provided in the release.)