Mr. George Ogilvie reports

ARIZONA SONORAN ACQUIRES ADDITIONAL LAND NECESSARY TO SUPPORT THE ANTICIPATED CACTUS PROJECT PLAN

Arizona Sonoran Copper Company Inc. has acquired 2,123 acres of private land adjacent to the Cactus project, comprising 2,043 acres from a consortium of related private corporate landowners and completed on Aug. 29, 2025, plus an additional 80-acre parcel acquired from a single private corporate landowner on June 27, 2025. The consortium land together with the 80-acre parcel are expected to provide the additional acreage necessary to support the anticipated development and operations plan for the Cactus project, including the solvent extraction/electrowinning (SX/EW) plant infrastructure, leach pads and waste rock stockpiles. All dollar amounts are in United States currency unless specified otherwise.

Highlights:

• Purchased lands include all of the surface rights and all mineral rights held by the vendors;
• Cactus project consolidated land package now encompasses 7,843 acres;
• Expected to meet supporting land requirements for the anticipated project plan;
• The purchased lands provide operational flexibility to support potential development of any incremental mineralization identified by future exploration and/or existing primary sulphide mineralization at the Cactus project;
• Average purchase price of approximately $49,200 per acre;
• Approximately 6 per cent of aggregate purchase price paid on closing, partially with Arizona Sonoran common shares;
• Payment of balance deferred over next four years under vendor carry back loans on favourable terms (collectively, as further described below, the vendor loans):
  • Approximately 16 per cent over next three years, with substantially equal amounts in each of 2026, 2027 and 2028, partially payable in Arizona Sonoran common shares;
  • Remaining approximately 78 per cent (plus accrued interest) due by Aug. 29, 2029;
  • Unrestricted prepayment rights with no penalty;
  • Average interest rate of 6 per cent per annum, accruing and capitalized annually, and payable on maturity.
• Project financing, planned as early as Q4 2026, with the intention to prepay the consortium vendor loans in full prior to maturity.

George Ogilvie, Arizona Sonoran president and chief executive officer, stated: "During the ongoing advancement of the pending prefeasibility study, it became evident that while the necessary water and mineral rights were in place, once the estimated mine life extended past year 15, additional acreage for eventual surface operations would be needed. We foresaw this potential and contemplated the acquisition of approximately 2,000 acres of additional private land within the 2024 preliminary economic assessment. With the addition of the purchased lands, contiguous to the Cactus project and of corresponding scale, we believe that all land requirements are now in place to support the anticipated project plan, including a significant heap-leach and SX/EW copper cathode operation. The acquisition of this land package consequently represents a major derisking event for the Cactus project, as well as providing additional real estate to potentially pursue development of the primary sulphide deposits and future exploration opportunities, within the previously held project properties. Additionally, the favourable structure, cost of capital, prepayment rights and other principal terms of these land purchases provide a financially manageable path forward for the company and the Cactus project through the remaining studies to project financing and an eventual final investment decision as early as Q4 2026. With the completion of these acquisitions, the overall average cost per acre of the Cactus project private land package now stands at approximately $23,000, quite favourable considering the extent of the contiguous acreage of private lands acquired adjacent to the developing Casa Grande industrial area, and which includes the Parks/Salyer and Cactus deposits. This well-timed execution of the opportunity to purchase a contiguous 2,123-acre land package from known, local private property owners, is clearly a positive step forward for the Cactus project. We welcome the consortium vendors as new supportive shareholders of the company and as key stakeholders in the Cactus project."

Purchased lands

Consortium land

On Aug. 29, 2025, Cactus 110 LLC, an Arizona Sonoran wholly owned subsidiary (Cactus 110), signed and closed a real estate purchase and sale agreement with a consortium of related private corporate land owners pursuant to which Cactus 110 purchased 2,043 acres. The consortium land includes 100 per cent of the surface rights to such lands as well as all mineral rights held by the consortium vendors, representing approximately 80 per cent of the underlying mineral title. The purchase price for the consortium land was $50,000 per acre, with $5-million paid on the closing ($2-million in cash and 1,549,487 common shares at a deemed price of $2.66 per share, representing $3-million value equivalent) and the balance deferred subject to applicable vendor loans at an interest rate of 6 per cent per annum accruing and capitalized annually, and payable on maturity in 2029, per the following schedule, with Cactus 110 having the right to prepay such loans, in whole or in part, at any time, without penalty:

2026 $5-million (up to $3-million in Arizona Sonoran common shares, at Cactus 110's sole option)

2027 $5-million (up to $2-million in Arizona Sonoran common shares, at Cactus 110's sole option)

2028 $5-million (up to $2-million in Arizona Sonoran common shares, at Cactus 110's sole option)

2029 subject to any prepayments, approximately $82-million in deferred purchase price plus accrued, capitalized interest

The company anticipates having project financing for the Cactus project in place as early as Q4 2026, a portion of which could be used to prepay the consortium vendors loans, in full, in advance of maturity on Aug. 29, 2029.

The number of Arizona Sonoran common shares issued in each instance under the consortium transaction, in lieu of cash at Cactus 110's sole option, will be determined using a five-day volume weighted average trading price of Arizona Sonoran common shares on the Toronto Stock Exchange immediately preceding the applicable payment due date, subject to customary TSX and other applicable regulatory approvals, and a statutory hold period under applicable securities laws. ASCU welcomes the consortium vendors as new shareholders of the company and key stakeholders in the Cactus project.

Each of the consortium vendor loans are secured by deed of trust on their respectively sold portions of the consortium land (and fixtures thereon) and a deed of trust on the approximately 750-acre Arcus lands already owned by Cactus 110. In addition, one of the consortium vendors will hold additional security for its vendor loan pursuant to a modified deed of trust on 1,000 acres purchased by Cactus 110 in 2022 from that consortium vendor (the 2022 seller), which remains subject to a final deferred purchase price payment of $5-million due, interest-free, by Feb. 10, 2027 (the 2022 property loan). The consortium vendor loans are subject to cross-default with one another, and the 2022 property loan is subject to cross-default with the vendor loan from the 2022 seller. Payment defaults under the consortium vendor loans are subject to favourable cure periods of 30 days on the 2026, 2027 and 2028 payments, and 90 days on the final payment due in 2029. A default on the final 2027 payment due under the 2022 property loan is subject to a favourable cure period of 60 days.

In addition to the consortium purchase price, an aggregate 0.5-per-cent net smelter returns royalty (NSR) on the consortium land was granted to a designee of the consortium vendors, on terms consistent with other NSRs on the Cactus project. Cactus 110 has a right of first refusal on any sale, transfer, assignment or other conveyance of the NSR by the consortium vendors' designee, other than to an affiliate.

Upon any transfer or sale, whether voluntarily or involuntarily, directly or indirectly, of greater than 50 per cent in Cactus 110 or the Cactus project, prior to payment in full of the amounts due and owing under the consortium vendor loans, such transferee(s)/purchaser(s) shall be required to acknowledge and affirm, in writing, the binding nature of the continuing applicable terms of the consortium transaction and the consortium vendor loans.

The consortium transaction and related vendor loans are otherwise generally subject to customary terms and conditions for real estate transactions in Arizona.

80-acre parcel

On June 27, 2025, Cactus 110 completed the purchase of the 80-acre Parcel, including 100 per cent of the surface and underlying mineral rights, pursuant to a real estate purchase and sale agreement with a private corporate landowner dated and effective as of April 29, 2025. The 80-acre purchase price was $30,000 per acre, with $1.2-million paid in cash on closing, with the remaining $1.2-million deferred subject to a non-interest-bearing vendor loan, to be paid in full in cash by maturity on June 27, 2026, with Cactus 110 having the right to prepay such loan, in whole or in part, at any time, without penalty. The 80-acre vendor loan is secured by deed of trust on the 80-acre parcel, under which Cactus 110 has up to 90 days to cure any payment or other default under the vendor loan. The 80-acre purchase and related vendor loan is otherwise subject to customary terms and conditions for real estate transactions in Arizona.

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 proposes a generational open pit copper mine with robust economic returns. Cactus is a lower-risk copper developer benefitting from a state-led permitting process, in place infrastructure, highways and rail lines at its doorstep and on-site permitted water access. The company 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 which have a long-standing record of successful project delivery in North America complemented by global capital markets expertise.

We seek Safe Harbor.