Mr. Kevin Reid reports
CORE NICKEL CORP. TO UNDERTAKE RRSP & TFSA ELIGIBLE PRIVATE PLACEMENT CONCURRENT WITH PREVIOUSLY ANNOUNCED BROKERED PRIVATE PLACEMENT BY ARIZONA COPPER AND GOLD INC. TO RAISE COMBINED PROCEEDS OF UP TO $10 MILLION
Further to the joint news release issued by Arizona Copper and Gold Inc. (ACG) and Core Nickel Corp., dated Oct. 2, 2025, announcing the brokered private placement of subscription receipts of ACG for gross proceeds of up to $10-million, due to demand for an RRSP and TFSA eligible offering, Core intends to complete a concurrent offering of subscription receipts on the same economic terms as the ACG subscription receipts.
The ACG offering and the concurrent Core offering will, together, continue to be for aggregate gross proceeds of up to $10-million (subject to the agents' option (as defined below)).
Each Core subscription receipt will be issued at a price of $1.50 per Core subscription receipt and will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit in the capital of Core, subject to adjustment in certain events, immediately before the closing of the transaction (as defined below) upon the satisfaction and/or waiver of the escrow release conditions (as will be defined in the subscription receipt agreement pursuant to which the Core subscription receipts will be issued) at or before the date that is 120 days from the closing date of the Core offering. Each Core unit shall consist of one postconsolidation (as defined below) common share in the capital of Core and one-half of one Core share purchase warrant issued on a postconsolidation basis. Each Core warrant shall be exercisable into one additional Core share for a period of two years from the closing date of the Core offering at an exercise price of $2 per Core share.
The Core subscription receipts and the underlying Core shares and Core warrants are qualified investments under the Income Tax Act (Canada) for registered accounts, and will be eligible for Canadian RRSP, RRIFs, DPSPs, RESPs and TFSAs. Although the company believes that the securities to be issued in the concurrent Core offering are qualified investments for registered accounts, investors are urged to seek their own independent tax advice.
ACG has entered into an engagement letter with Stifel Canada to act as lead agent and sole bookrunner on behalf of a syndicate of agents, to complete the ACG offering as a best efforts private placement of ACG subscription receipts at the offering price. As part of the ACG offering, ACG has granted the agents an option to offer up to an additional $1.5-million in ACG subscription receipts, for potential aggregate gross proceeds of up to $11.5-million under the ACG offering. The agents' option may be exercised in whole or in part at any time prior to the closing of the offering. For further details relating to the proposed ACG offering and the terms and conditions of the subscription receipts, please refer to the joint news release of the company and Core dated Oct. 2, 2025.
The offerings are being completed in connection with the previously announced proposed reverse takeover of Core by the company. Following the completion of the transaction, Core, as the issuer resulting therefrom, is expected to carry on the current business of ACG under the name Arizona Eagle Mining Corp. Immediately prior to the closing of the transaction and subject to the approval of Core shareholders, it is intended that Core will undertake a share consolidation on the basis of one postconsolidation common share for every 10 preconsolidation common shares in the capital of Core.  The Core subscription receipts will each convert into one Core share and one-half of one Core warrant on a postconsolidation basis. For further details relating to the proposed transaction, please refer to the joint news release of ACG and Core dated Sept. 15, 2025.
Closing of the offerings is expected to occur on or about Nov. 13, 2025, or such other date as agreed between the company and the lead agent.
The Core subscription receipts and the securities issued upon conversion of the Core subscription receipts will be subject to a statutory hold period in Canada of four months and one day from the date of issue of the Core subscription receipts.
The net proceeds of the offerings are expected to be used by the resulting issuer to finance exploration activity, as well as for working capital and general corporate purposes.
The Core subscription receipts will be offered: (i) to investors in each of the provinces and territories of Canada on a private placement basis; (ii) to investors in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended; and (iii) to investors resident in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction.
Further information
Further updates in respect of the transaction will be provided in a subsequent news release. Also, additional information concerning the transaction, the company, Core and the resulting issuer will be provided in the requisite management information circular and/or filing statement to be filed by the company and Core in connection with the transaction, which will be available in due course under Core's SEDAR+ profile.
Upon entering into a definitive agreement with Core, the company will issue a further comprehensive news release disclosing details of the transaction, including financial information in respect of the company, disclosure in respect of the management and board of the resulting issuer, and the definitive terms of the transaction, including the exchange of securities of the company and Core.
All information contained in this news release with respect to the company and Core was supplied by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
We seek Safe Harbor.
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