Arizona Sonoran, Nuton cancel Cactus option to JV

Executive Summary

• Arizona Sonoran Copper Company and Nuton LLC (a Rio Tinto venture) mutually agreed to immediately terminate their Option to Joint Venture (OTJV) and associated investor rights agreement for the Cactus project.
• The termination carries a total consideration of approximately $34.96 million, structured across immediate, deferred, and change-of-control contingent payments.
• Arizona Sonoran will proceed with a stand-alone development strategy, targeting a feasibility study and permit amendments later this year, with a Final Investment Decision (FID) anticipated by Q4 2026, while retaining significant upside from primary sulphide resources and further exploration.

Key Details

• Transaction Type: Mutual termination of Option to Joint Venture (OTJV) and Investor Rights Agreement.
• Counterparties: Arizona Sonoran Copper Company Inc. and Nuton LLC (a Rio Tinto venture).
• Effective Date: Immediately upon signing of the termination agreement.
• Financial Consideration:
• $15,000,000 USD payable immediately.
• $5,000,000 USD deferred, payable on the earlier of the one-year anniversary of signing or consummation of a change-of-control transaction.
• $14,957,816 USD contingent deferred payment, payable only upon a publicly announced or definitive change-of-control transaction within 24 months of signing.
• Project Strategy: Transition to a stand-alone advancement model for the Cactus project following the termination.
• Development Timeline: Feasibility study and final permit amendments expected later this year; Final Investment Decision (FID) contemplated as early as Q4 2026.
• Technical & Exploration Scope: Feasibility study will outline extraction of oxides and enriched materials; significant upside remains in developing primary sulphide mineral resources at depth (as disclosed in the 2025 PFS) and in planned further exploration of the Gap zone and NE extension.
• Asset/Intellectual Property Transfer: Nuton will provide Arizona Sonoran with all non-interpretative results of completed Cactus project ore sample analyses and any completed phase 2 metallurgical testing performed under the OTJV prior to termination.

Notable Quotes

• George Ogilvie, President & CEO: "We appreciate Rio Tinto's endorsement of the Cactus project through Nuton's initial investment and shareholding, together with the constructive joint work under the OTJV to study the potential of deploying Nuton technology at the Cactus project. It has been a productive relationship, and we look forward to continuing engagement and dialogue with a valued shareholder in Nuton-Rio Tinto."
• George Ogilvie, President & CEO: "We look forward to continuing the successful advancement of our stand-alone Cactus project. We anticipate the feasibility study and final permit amendments later this year, and a final investment decision is contemplated as early as Q4 2026."