Arizona Gold & Silver Closes $12 million CAD Strategic Investment by Evolution Mining

Arizona Gold & Silver Inc. (AZS) has closed its previously announced non-brokered strategic private placement with Evolution Mining Gold Operations Ltd., a subsidiary of Evolution Mining Limited. Evolution acquired 15,056,004 units at C$0.80 per unit, generating gross proceeds of approximately C$12,000,000. Each unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at C$1.00 for three years.

Following the transaction, Evolution holds 15,056,004 common shares and 7,528,002 warrants, representing approximately 9.9% on a non-diluted basis and 14.1% on a partially diluted basis. An Investor Rights Agreement grants Evolution participation rights, top-up rights, board nomination or observer rights, technical committee participation, and a first right of refusal over any sale of a 10% or greater interest in the Philadelphia Project.

The company intends to use at least 90%, or approximately C$10,800,000, of the proceeds to accelerate exploration at the Philadelphia Gold-Silver Project, with up to 10%, or approximately C$1,200,000, allocated for general and administrative expenses. The placement has received conditional TSX Venture Exchange approval and is subject to final exchange approval. Securities are subject to a four-month-and-one-day statutory hold period. Evolution filed an early warning report because its ownership crossed the reporting threshold.

Arizona Gold & Silver Inc. (AZS) has closed the strategic investment first announced on August 4, 2026. The company confirmed the receipt of approximately C$12 million in gross proceeds, removing financing closing risk. The terms, pricing, warrant structure, use of proceeds, and investor rights were previously disclosed.

The transaction marks Evolution’s entry as a first-time strategic shareholder, a move viewed as significant validation from the C$23 billion global gold producer. The market had already reacted to the initial announcement on August 4, with the share price rising from C$0.47 on July 31 to C$0.61 on August 4. The stock continued to climb, reaching the C$0.79 area by August 19.

No new material terms, increased deal size, or unexpected closing conditions were introduced with this completion. The Q3-2026 financial statements, as of May 31, 2026, do not reflect the Sorbie closing on June 1, 2026, or this Evolution closing on August 20, 2026.

Arizona Gold & Silver Inc. (TSXV: AZS, OTCQB: AZASF) is a pre-revenue junior explorer focused on its flagship Philadelphia Gold-Silver Project in the Oatman Mining District of Arizona. The company maintains 100% control of the property, which yielded approximately 40,000 ounces of gold between the 1890s and the 1930s.

Current exploration targets an epithermal gold-silver system, with recent drilling reporting multiple high-grade and broad intercepts. Results include PC25-156 with 20.43 meters at 9.04 g/t Au and 34.0 g/t Ag; PC25-158 with 60.37 meters at 4.36 g/t Au and 6.38 g/t Ag, including 4.33 meters at 19.37 g/t Au and 19.36 g/t Ag; and PC26-169 with 21.79 meters at 4.10 g/t Au and 5.8 g/t Ag within 73.46 meters at 1.69 g/t Au and 4.4 g/t Ag.

Metallurgical testing indicates up to 99% gold recovery from agitation leach and 84% gold recovery from heap leach using HPGR crushing. No NI 43-101 mineral resources or reserves have been reported. The company also holds secondary assets, including the Silverton gold-antimony project in Nevada and the Sycamore Canyon early-stage epithermal target.