Core Nickel completes RTO of Arizona Copper and Gold

Executive Summary

• Arizona Eagle Mining Corp. (formerly Core Nickel Corp.) has completed the closing of a reverse takeover transaction, acquiring all issued and outstanding securities of Arizona Copper and Gold Ltd. (ACG) via a statutory plan of arrangement effective March 24, 2026.
• The transaction features a 1:1 post-consolidation share exchange ratio at a deemed price of $1.20 per share, alongside the conversion of subscription receipts from concurrent brokered private placements and the assumption of ACG's warrants and options.
• Trading is expected to resume on the TSX-V around March 31, 2026, under the new ticker AZEM, with a newly appointed board and management team, and approximately 53% of shares held by principals and management placed in escrow.

Key Details

• Transaction Structure & Parties: Reverse takeover of Core Nickel Corp. by ACG shareholders via a statutory plan of arrangement under the Ontario Business Corporations Act (OBCA).
• Effective Date: March 24, 2026, at 12:01 a.m. Toronto time.
• Exchange Ratio & Consideration: Each ACG common share exchanged for one fully paid, non-assessable common share of the resulting issuer on a 1:1 post-consolidation basis, at a deemed price of $1.20 per share.
• Derivatives Treatment: Each outstanding ACG common share purchase warrant exchanged for one economically equivalent warrant; each ACG stock option exchanged for one economically equivalent option under the resulting issuer's existing plan.
• Share Consolidation & Name Change: Completed March 23, 2026. Consolidation ratio: 1 post-consolidation share for every 8.5 pre-consolidation shares. Corporate name changed to Arizona Eagle Mining Corp.
• Concurrent Financings: Subscription receipts from brokered private placements (closed Nov 26, 2025) converted upon satisfaction of escrow release conditions, with net proceeds released to the issuer. Co-lead agents: Stifel Canada and Clarus Securities Inc.
• Post-Closing Share Capital: Outstanding options: 2,617,647. Outstanding warrants: 4,698,079. Aggregate fully diluted share capital: 56,322,655 shares.
• Escrow Arrangements: ~25.9 million shares (~53% of undiluted 49M shares) held by principals/management in escrow. Breakdown: 1,924,176 shares (Tier 1), 24,030,200 shares (Tier 2); 111,765 options (Tier 1), 2,500,000 options (Tier 2); 941,176 warrants (Tier 1).
• Board & Management Changes: New board elected March 25, 2026: Marc Pais (Executive Chair), Kevin Reid (CEO & Director), Rickard Vernon (Lead Independent Director), Mike Pilmer, Dawn Meidinger. Officers: Reid (CEO), Pais (Chair), Sung Min (Eric) Myung (CFO), Clyde Smith (VP Exploration), Conor Dooley (Corp Sec). Outgoing directors/officers: David Smith, Tim Dalton, Christopher Tate.
• Listing & Regulatory Status: TSX-V granted conditional approval Feb 11, 2026. Expected classification: Tier 2 mining issuer. Trading halted since Sept 15, 2025, expected to resume ~March 31, 2026, under ticker AZEM. All shareholder, court, and regulatory approvals obtained. Shareholder approval voted March 13, 2026. Ontario Superior Court final order granted March 19, 2026.
• Asset Portfolio & Operations: Primary focus on the Eagle project (4,533-acre property in Yavapai County, Arizona), centered on the past-producing McCabe mine (high-grade gold-silver deposit). Phase 1 drilling program (~4,500 metres) already underway. Company also retains Core Nickel's land portfolio in the Thompson nickel belt of Northern Manitoba.

Notable Quotes

• Kevin Reid, CEO: "Today marks a transformative milestone for our company. The closing of this transaction brings together a seasoned management team, a well-funded treasury and what management believes is a compelling gold-silver asset -- the Eagle project -- under a single public company platform."
• Christopher Tate, Outgoing President & CEO: "This transaction delivers outstanding value to Core Nickel shareholders by providing ownership in a high-quality gold exploration company with substantial potential while preserving exposure to our nickel assets in Manitoba."