Arizona Copper and Gold Inc. and Core Nickel Corp. Enter into Letter of Intent Relating to Reverse Takeover Transaction

Executive Summary

• Core Nickel Corp. (TSXV: CNCO) entered a non‑binding Letter of Intent with Arizona Copper and Gold Inc. to effect a reverse takeover, whereby ACG shareholders will acquire all issued securities of Core.
• The transaction includes a concurrent financing by ACG of subscription receipts expected to raise $5 million at $1.50 per receipt, with proceeds earmarked for working capital, corporate purposes, and transaction costs.
• Closing is targeted on or before 31 Dec 2025, subject to definitive agreement execution, shareholder/TSXV approvals, a planned 10‑for‑1 share consolidation of Core, and the financing completion.

Key Details

• Letter Agreement Date: 15 Sep 2025 (non‑binding).
• Proposed Structure: Share exchange/merger/reverse takeover; final form to be set in definitive agreement.
• Exchange Ratio: Anticipated 1:1 Core Shares for ACG Shares, subject to completion of financing and consolidation.
• Concurrent Financing:
• Gross proceeds target – $5,000,000.
• Price per subscription receipt – $1.50.
• Each receipt converts into one share of the resulting issuer at closing.
• Net proceeds to be used for working capital, general corporate purposes, and transaction expenses.
• Share Consolidation: Core will consolidate shares on a 10‑for‑1 basis (subject to shareholder approval) prior to or concurrent with closing.
• Pre‑Closing Capitalization – Core:
• Shares outstanding – 53,906,151.
• Warrants outstanding – 19,906,458.
• Incentive stock options – 3,490,000.
• Pre‑Closing Capitalization – ACG:
• Shares outstanding – 39,718,950.
• Incentive stock options – 2,500,000.
• Name Change: Post‑closing, Core will be renamed “Arizona Eagle Mining Corp.” (or other approved name).
• Regulatory Moves:
• Core to transition from BC Business Corporations Act to Ontario Business Corporations Act.
• Continued listing as a Tier 2 mining issuer on the TSXV.
• Board Reconstitution: A slate of directors nominated by ACG will be appointed upon closing; board composition to be disclosed later.
• Closing Conditions: Execution of definitive agreement, shareholder approvals (including disinterested shareholders), TSXV approval, completion of financing, due‑diligence satisfaction, and any required sponsorship exemption.
• Trading Halt: Core’s common shares halted pending TSXV review of the transaction.

Notable Quotes

(No direct quotes were provided in the release.)