Arizona Copper and Gold Ltd. and Core Nickel Corp. Announce Closing of Concurrent Financings

Kevin Reid, Chief Executive Officer of the Company, said: “We are pleased to announce the successful closing of the financings related to our go-public transaction. This round saw exceptionally strong participation from insiders, with management and the board of ACG committing more than $1 million in the Concurrent Offerings alone. Combined with their prior investments, insiders have now invested over $4 million into the Company, alongside arm’s-length shareholders, demonstrating strong alignment and confidence in the Company’s future. This capital will strengthen our balance sheet and positions us very well for a proposed exchange listing expected in early 2026, which will coincide with the commencement of our Phase 1 drill program at the high-grade, past-producing McCabe gold mine at the Company’s Eagle Project. We are entering this pivotal year with tremendous momentum and look forward to delivering significant value to all stakeholders as we transition to the next stage of the Company’s development.”

Management and the board of ACG subscribed for an aggregate of 857,273 Subscription Receipts for a total purchase price of $1,028,727.60, representing approximately 32% of the Subscription Receipts issued in the Concurrent Offerings.

The Concurrent Offerings were completed in connection with the proposed business combination pursuant to which Core Nickel will acquire all of the issued and outstanding securities of ACG resulting in a reverse takeover of Core Nickel by ACG’s shareholders, and were led by Stifel Canada and Clarus Securities Inc. as co-lead agents and joint bookrunners on behalf of a syndicate of agents which included PowerOne Capital Markets Limited. Further to the parties’ press releases dated October 2, 2025, October 20, 2025 and November 24, 2025, the Concurrent Offerings consisted of concurrent brokered private placements of Core Nickel and ACG, pursuant to which ACG issued 1,297,168 subscription receipts at the Offering Price for gross proceeds of $1,556,601 and Core Nickel issued 1,362,374 subscription receipts at the Offering Price for gross proceeds of $1,634,849.

Each Subscription Receipt entitles the holders thereof to receive, upon completion of the Proposed Transaction, and for no additional consideration and without further action on the part of the holder thereof, (i) one common share of Core Nickel (after taking into account the expected 8.5:1 consolidation of the Core Nickel common shares prior to completion of the Proposed Transaction, such shares being referred to as the “Resulting Issuer Shares“, and (ii) one Resulting Issuer Share purchase warrant issued on a post-Consolidation basis. Each Resulting Issuer Warrant will be exercisable for one Resulting Issuer Share for a period of three years from the closing date of the Concurrent Offerings at an exercise price of $1.50 per Resulting Issuer Share. Subject to the receipt of all necessary approvals, Core Nickel, as it will be constituted after giving effect to the Consolidation and the Proposed Transaction, is referred to herein as the “Resulting Issuer“.

The Core Nickel Subscription Receipts and the underlying Resulting Issuer Shares and Resulting Issuer Warrants (and the Resulting Issuer Shares issuable upon exercise of such Resulting Issuer Warrants) are subject to a statutory hold period of four months and one day from the date of issuance of the Subscription Receipts. Closing of the Core Nickel Offering remains subject to final approval of the TSX Venture Exchange. The ACG Subscription Receipts are currently subject to an indefinite statutory hold period however, upon conversion of the ACG Subscription Receipts immediately prior to completion of the Proposed Transaction, the Resulting Issuer Shares and Resulting Issuer Warrants to be issued to holders of ACG Subscription Receipts will not be subject to a statutory hold period under applicable Canadian securities laws once issued in connection with the Proposed Transaction.

Further information regarding Concurrent Offerings, including additional details regarding the conversion of the Subscription Receipts, can be found in the press release of the parties dated November 24, 2025.

In consideration for their services in connection with the Concurrent Offerings, the parties have agreed to pay the Agents a cash fee of $151,623, being 6.0% of the gross proceeds from the sale of the Subscription Receipts (reduced to 3% in respect of Subscription Receipts sold to purchasers on the parties’ “president’s list”), of which 50% of the Agents’ Fee was paid on closing of the Concurrent Offerings and the remaining 50% of the Agents’ Fee was deposited in escrow and will be released to the Agents in connection with the conversion of the Subscription Receipts upon the satisfaction of certain escrow release conditions. As additional consideration for the services of the Agents, the Agents will be granted an aggregate of 126,352 broker warrants of the Resulting Issuer, being equal to 6.0% of the number of Subscription Receipts sold in the Concurrent Offerings (and reduced to 3% in respect of Subscription Receipts sold to “president’s list” purchasers). Each Broker Warrant shall be exercisable to acquire one Resulting Issuer Share (on a post-Consolidation basis) at the Offering Price for a period of 12 months following the escrow release and conversion of the Subscription Receipts. The Broker Warrants will be issued to the Agents upon release of the escrowed funds and conversion of the Subscription Receipts upon the satisfaction of certain escrow release conditions.

The net proceeds of the Concurrent Offerings are expected to be used by the Resulting Issuer to fund exploration activity at its Eagle Project as well as for working capital and general corporate purposes. Approval of the Proposed Transaction remains subject to receipt of all necessary regulatory, court and shareholder approvals.

Board and management of ACG participated for approximately 32% of the ACG Subscription Receipts issued in the Concurrent Offerings. Kevin Reid, Chief Executive Officer of the Company, subscribed for 277,373 Core Nickel Subscription Receipts for $332,847.60; Marc Pais, a director of both ACG and Core Nickel, subscribed for 250,000 ACG Subscription Receipts for $300,000; Paul Reid, a director of both ACG and Core Nickel subscribed for 250,000 ACG Subscription Receipts for $300,000; and Rick Vernon, a director of ACG, subscribed for 80,000 Core Nickel Subscription Receipts for $96,000.

As of the date hereof there are 39,868,950 common shares of ACG issued and outstanding. In their November 24, 2025 press release the parties disclosed the number of outstanding securities of ACG held by persons who own, control or direct 10% or more of the outstanding ACG shares on a fully-diluted basis. Though the holdings and percentages for each individual were correct, the table incorrectly summed the aggregate number of shares held by all three individuals on a fully-diluted basis. The following table sets out the correct number of aggregate shares of ACG held by the following individuals: