Mr. David Laing reports

ARIZONA SONORAN ADOPTS SHAREHOLDER RIGHTS PLAN

Arizona Sonoran Copper Company Inc. has adopted a shareholder rights plan, effective as of Jan. 31, 2025, pursuant to a shareholder rights plan agreement entered into with TSX Trust company, as rights agent.

The rights plan is designed to ensure that all Arizona Sonoran shareholders are treated fairly in connection with any takeover bid and to protect against "creeping bids," which involve the accumulation of more than 20 per cent, on an aggregate basis, of the company's issued and outstanding common shares through purchases exempt from applicable takeover bid rules.

The rights plan is similar to plans recently adopted by other Canadian companies and approved by their shareholders, and has not been implemented in response to, or in anticipation of, any pending or threatened takeover bid.

David Laing, independent chair of Arizona Sonoran's board of directors, commented: "We expect that market confidence in the Cactus project and management's go-forward plan will continue to improve through 2025, and envision a positive valuation change as we continue derisking Cactus and release the project's prefeasibility study later this year. In the meantime, the rights plan is designed to enable all ASCU shareholders to realize a more fulsome value of their investment by protecting against opportunistic parties who may seek to take advantage of ASCU's currently undervalued common shares."

Pursuant to the rights plan, one right attaches to each issued and outstanding common share. Subject to the terms of the rights plan, the rights become exercisable in the event that any person (together with certain related parties) becomes a beneficial holder of 20 per cent or more of the outstanding Shares without complying with the "permitted bid" provisions under the rights plan. In such event, holders of the rights (other than the acquiring person and its related parties) will be permitted to exercise their rights to purchase additional common shares at a 50-per-cent discount to the then-prevailing market price of the common shares.

While the rights plan is effective as of Jan. 31, 2025, it is subject to ratification by Arizona Sonoran's shareholders within six months of its adoption. The company will be seeking shareholder ratification of the rights plan at its 2025 annual meeting of shareholders, which is planned for a date yet to be determined in June. A summary of the principal terms of the rights plan will be included in the management proxy circular to be sent to shareholders in connection with such meeting, and a complete copy of the rights plan is available under the company's profile on SEDAR+. If the rights plan is not approved by the shareholders within six months of its adoption, the plan, together with the outstanding rights, will terminate and cease to be effective.

About Arizona Sonoran Copper Company Inc.

Arizona Sonoran is a copper exploration and development company with a 100-per-cent interest in the brownfield Cactus project. The project, on privately held land, contains a large-scale porphyry copper resource, and a recent 2024 PEA (preliminary economic assessment) proposes a generational open-pit copper mine with robust economic returns. Cactus is a lower-risk copper developer benefiting from a state-led permitting process, in-place infrastructure, highways and rail lines at its doorstep, and on-site permitted water access. The company's objective is to develop Cactus and become a mid-tier copper producer with low operating costs that could generate robust returns and provide a long-term sustainable and responsible operation for the community, investors and all stakeholders. The company is led by an executive management team and board that have a long-standing record of successful project delivery in North America complemented by global capital markets expertise.

We seek Safe Harbor.