Arizona Gold & Silver Inc. Closes $18m Financing With Institutional Investors Sorbie Bornholm LP And Sorbie Investments LLP

Each Unit is comprised of one (1) common share and one-half (1/2) common share purchase warrant. Each full warrant is exercisable for a period of three (3) years. A total of 11,250,000 warrants will be issued, with 5,625,000 warrants issued upon closing and exercisable at $1.00, and the remainder issued according to the monthly release schedule and priced at a 20% premium to the 20-day VWAP at the time of issuance.

Pursuant to the terms and conditions of a Sharing Agreement and other supporting agreements between the parties, the proceeds have been structured as follows:

• The Investors have committed $18,000,000, funded via cash or portfolios of UK government bonds deposited under an ISDA Credit Support Annex.

• The Company will issue 22,500,000 Units upon closing, with shares and warrants delivered in accordance with certain settlement procedures. Specifically, the shares to be issued by the Company at closing will bear a legend that sets out scheduled monthly releases for the shares, which releases will be based upon proof of cash being released to the Company in accordance with the Sharing Agreement.

• The Restricted Shares will be subject to a voting trust agreement which provides that the Restricted Shares will not be entitled to voting rights in the Company until the restrictions that apply to them have been removed in accordance with the Sharing Agreement.

• All securities issued under the initial tranche of the Offering will be subject to a hold period of four months and one day from the closing date.

• Over a 24-month period, the economic benefits of the proceeds will be realized through monthly settlements based on the Company’s market price.

• Sorbie Bornholm LP will invest $10,000,000 for 12,500,000 Units, and Sorbie Investments LLP will invest $8,000,000 for 10,000,000 Units.

The proceeds from the financing will be used for the purposes of advancing the Company’s Philadelphia and Silverton properties, and for general working capital.

Whitney Kofford, Managing Director, and Greg Kofford, Founder and CEO of Sorbie Bornholm, visited the Philadelphia Project on April 19, 2026 along with Arizona Gold & Silver President and CEO Mike Stark, Senior Vice President of Exploration Dr. Lex Lambeck, and Marc Stengel, Project Geologist.

Mike Stark commented on the site visit:

“Whitney and Greg joined our team for a site visit on April 19th and they were highly encouraged. We provided valuable perspective on the vast, largely unexplored scale of the Philadelphia property. They were fortunate to observe Hole 166 in progress, arriving just as drilling entered the target zone. The timing offered a meaningful, real-time view of our operations. I believe they came away impressed with our team’s execution and the level of detailed planning that has gone into, and will continue to guide, our deployment of this $18,000,000 in growth capital across both the Philadelphia and Silverton properties.”

Whitney Kofford, Managing Director of Sorbie Bornholm, reflected on the site visit:

“Standing at the drill site and spending time with Mike, Lex, Marc, and the local team was invaluable. This is exactly why Greg and I get on planes and travel as much as we do. Investors can read a technical report, a corporate deck, or a news release a dozen times and still not understand why a company may have remarkable potential. Mike and his team know exactly what they have. In particular, I was impressed to learn that Marc has spent many years exploring and drilling the Philadelphia property. All too often, important data is lost due to people turnover, but Marc has dedicated a large portion of his career to this area.

Between Mike’s vision for the company, Lex’s expert execution plan, and Marc’s intimate knowledge of the area, we left the Philadelphia property confident in this new investment and excited to see what potential the property holds.”

SHARING AGREEMENT

The Units issued under the Offering will be subject to a sharing agreement between Sorbie Bornholm LP and the Company. The Sharing Agreement provides that the Company’s economic interest will be determined in 24 monthly settlement tranches as measured against the Benchmark Price. If, at the time of settlement, the Settlement Price exceeds the benchmark price of $1.0667, the Company shall receive more than 100% of the monthly settlement due, on a pro-rata basis. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements. If, at the time of settlement, the Settlement Price is below the Benchmark Price, the Company will receive less than 100% of the monthly settlement due on a pro-rata basis. In no event will a decline in the Settlement Price result in an increase in the number of shares being issued to the Investor. The Sharing Agreement is supported by an ISDA Credit Support Annex totaling $18,000,000, with monthly releases delivered to the Company in cash.

As part of the TSX Venture Exchange approval of the Offering, the Company shall be required to file a private placement submission through the TMX LINX portal within three (3) business days from the date that the Company receives the monthly settlement notice from the Investor. The TMX LINX submission must include the following requirements:

• A final TSXV Form 4B detailing the cash release from escrow and the corresponding number of Restricted Shares released from applicable restrictions (as described above), and confirming the number and details of the warrants issued from the Company’s treasury;

• A copy of the Investor’s settlement notice;

• A copy of the Company’s news release that discloses the details of the settlement; and

• The applicable TSXV fee.

About Sorbie Bornholm LP (https://sorbiebornholm.com/)

Sorbie Bornholm is a global investment firm built on partnership, innovation, and shared success. For over 25 years, Founder and CEO Greg Kofford and his team have provided strategic funding to listed micro, small, and mid-cap growth companies ready to expand to their next stage.

In segments often overlooked by traditional institutions, access to reliable capital is limited. Sorbie was built to bridge that gap. Sorbie partners closely with management teams to deliver long-term capital solutions through a unique Sharing Agreement. This model supports operational stability, responsible growth, and shared outcomes by giving Issuers the opportunity to receive additional, non-dilutive capital to further accelerate their growth.

Sorbie is committed to developing enduring relationships with select public companies and their brokers and advisers. Providing supportive, longer-term capital and the opportunity for shared upside ensures all stakeholders succeed together.

About Arizona Gold & Silver

Arizona Gold & Silver Inc. is a leading exploration company focused on uncovering precious metal resources in Arizona and Nevada. With a commitment to sustainable practices and innovative exploration techniques, the company aims to drive value for stakeholders while prioritizing environmental stewardship. The flagship asset is the Philadelphia gold-silver property where the Company is drilling off an epithermal gold-silver system ahead of an initial resource calculation.

On behalf of the Board of Directors:

ARIZONA GOLD & SILVER INC.

Mike Stark, President and CEO, Director
Phone: (604) 833-4278