Core Nickel arranges concurrent private placement

Executive Summary

• Core Nickel Corp. is undertaking an RRSP and TFSA eligible private placement of subscription receipts concurrent with Arizona Copper and Gold Inc.'s (ACG) previously announced brokered private placement.
• The combined offerings are for aggregate gross proceeds of up to $10 million (subject to an agent's option for an additional $1.5 million).
• The financing is part of a proposed reverse takeover of Core by ACG, after which the resulting entity will operate under the name Arizona Eagle Mining Corp.

Key Details

• Transaction Structure: Core Nickel Corp. is issuing subscription receipts on the same economic terms as the ACG subscription receipts.
• Offering Price: Each Core subscription receipt is issued at $1.50 per unit.
• Conversion Terms: Core subscription receipts automatically convert into one postconsolidation Core unit immediately before closing upon satisfaction/waiver of escrow release conditions (within 120 days of closing).
• Underlying Securities: Each Core unit consists of one postconsolidation common share and one-half of one Core share purchase warrant.
• Warrant Terms: Each warrant is exercisable into one additional Core share for a period of two years from closing at an exercise price of $2.00 per share.
• Aggregate Proceeds: The ACG and Core offerings together raise up to $10 million. ACG has granted agents an option to purchase up to an additional $1.5 million in ACG subscription receipts, potentially raising $11.5 million total.
• Agent: Stifel Canada is acting as lead agent and sole bookrunner for a syndicate of agents on a best-efforts basis.
• Use of Proceeds: Net proceeds to be used by the resulting issuer to finance exploration activity, working capital, and general corporate purposes.
• Reverse Takeover Context: The offerings are connected to the previously announced proposed reverse takeover of Core by ACG. Post-transaction, the entity will be named Arizona Eagle Mining Corp.
• Share Consolidation: Immediately prior to closing, Core intends to undertake a share consolidation on a basis of one postconsolidation common share for every 10 preconsolidation common shares.
• Closing Date: Expected on or about November 13, 2025.
• Hold Period: Statutory hold period in Canada of four months and one day from the date of issue.
• Eligibility: Securities are qualified investments under the Income Tax Act (Canada) for RRSP, RRIF, DPSP, RESP, and TFSA accounts.

Notable Quotes

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