Arizona Copper and Gold Ltd. and Core Nickel Corp Sign Definitive Arrangement Agreement and Provide Update on Reverse Takeover Transaction

Executive Summary

• Core Nickel Corp. will acquire 100% of Arizona Copper & Gold Ltd. (ACG) via a statutory plan of arrangement, resulting in the combined entity being renamed Arizona Eagle Mining Corp. and listed on the TSX‑V under “AZEM”.
• The transaction includes an 8.5:1 share consolidation, issuance of approximately 49 M post‑consolidation shares, ~4.7 M warrants and ~2.6 M stock options, with significant portions placed in Tier 1 and Tier 2 escrow per TSXV policy.
• Concurrent financing previously closed raised ≈ $3.19 M from 2.66 M subscription receipts; net proceeds will fund exploration at the Eagle Project and general corporate purposes.

Key Details

• Arrangement Structure
• ACG shareholders receive one post‑consolidation share of the Resulting Issuer for each ACG share (1:1 on a post‑consolidation basis).
• Core Nickel completes an 8.5 pre‑share to 1 post‑share consolidation immediately prior to closing.

• Post‑closing, Core Nickel will change its jurisdiction from British Columbia to Ontario and rename itself Arizona Eagle Mining Corp.

• TSXV Conditional Approval

• TSX Venture Exchange granted conditional approval for the transaction and listing of Resulting Issuer Shares and securities issuable in connection with the concurrent financings.

• Trading of Core Nickel shares remains halted until completion and TSXV reinstatement.

• Resulting Capitalization (post‑closing)

• Approx. 49,006,929 Resulting Issuer Shares outstanding.
• 4,698,079 share purchase warrants and 2,637,647 stock options outstanding.

• Escrow allocations:

  • Tier 1 – 1,924,176 shares, 111,765 options, 941,176 warrants.
  • Tier 2 – 24,030,200 shares, 2,500,000 options.

• Shareholder Approvals & Governance

• Special committee of independent directors reviewed the deal; fairness opinions obtained for both parties deeming the transaction fair from a financial perspective.

• Minority‑protection requirements under MI 61‑101 apply; disinterested shareholder approval to be sought at Core Nickel’s March 13, 2026 meeting and ACG’s corresponding meeting.

• Concurrent Financings (already closed)

• Gross proceeds: ≈ $3,191,450 from 2,659,542 subscription receipts.

• Use of proceeds: exploration at the Eagle Project; working capital and general corporate purposes.

• Business Focus Post‑Transaction

• Exploration and development of ACG’s Eagle Project (high‑grade gold‑silver deposit) in Yavapai County, Arizona.

• Retention of Core Nickel’s nickel land portfolio in Manitoba’s Thompson Belt.

• Key Dates

• Core Shareholder Meeting – March 13, 2026 (10:00 a.m. PST).
• ACG Annual & Special Shareholders’ Meeting – March 13, 2026.

• Expected closing no earlier than 21 days after filing of the Material Change Report.

• Quotes

• “This transformative transaction delivers compelling value to Core Nickel shareholders…,” – Chris Tate, CEO, Core Nickel Corp.
• “Our advanced Eagle Project and historic McCabe Mine provide substantial upside…,” – Kevin Reid, CEO, Arizona Copper & Gold Ltd.

Notable Quotes

“We are delighted to announce the execution of the Arrangement Agreement and the receipt of conditional approval for listing from the TSX Venture Exchange. This transformative transaction delivers compelling value to Core Nickel shareholders…” – Chris Tate, President & CEO, Core Nickel Corp.

“Our Arizona‑based team has advanced the Eagle Project significantly… We urge Arizona Copper and Gold shareholders to support this transaction to accelerate our path forward.” – Kevin Reid, Chief Executive Officer, Arizona Copper & Gold Ltd.