Arizona Copper and Gold Inc. and Core Nickel Corp. Announce Launch of Brokered Financing of up to $10 Million

Core Viewpoint - Arizona Copper and Gold Inc. (ACG) is launching a brokered private placement of subscription receipts for gross proceeds of up to $10 million in connection with a proposed reverse takeover of Core Nickel Corp. [1][2] Offering Details - The Offering will be a best-efforts private placement at a price of $1.50 per Subscription Receipt, with an option for agents to offer an additional $1.5 million, potentially raising total gross proceeds to $11.5 million [2]. - Each Subscription Receipt will convert into one ACG Unit, consisting of one common share and one-half of one purchase warrant, upon satisfaction of certain conditions [3]. - The exercise price for each ACG Warrant is set at $2.00 per share, valid for two years from the Offering's closing date [3]. Financial Arrangements - ACG will pay agents a cash fee of 6.0% of the gross proceeds from the sale of Subscription Receipts, with half paid at closing and the remainder held in escrow [4]. - Agents will also receive broker warrants equal to 6.0% of the number of Subscription Receipts sold [6]. Closing Timeline - The Offering is expected to close around November 13, 2025, with proceeds held in escrow pending the satisfaction of release conditions [7]. Use of Proceeds - The net proceeds from the Offering are intended to fund exploration activities and for working capital and general corporate purposes by the Resulting Issuer [8]. Regulatory Compliance - The Subscription Receipts will be offered to investors in Canada, the United States under exemptions, and in other jurisdictions in compliance with applicable laws [9].