Mr. Christopher Tate reports
ARIZONA COPPER AND GOLD LTD. AND CORE NICKEL CORP. ANNOUNCE SHAREHOLDER APPROVAL OF REVERSE TAKEOVER TRANSACTION
At Arizona Copper and Gold Ltd.'s (ACG) and Core Nickel Corp.'s respective special meetings of shareholders held on Friday, March 13, 2026, shareholders of each company voted to approve all matters put before them, including the previously announced reverse takeover transaction, pursuant to which Core Nickel will acquire all of the issued and outstanding securities of ACG. The transaction is being completed pursuant to the arrangement agreement between the parties dated Feb. 13, 2026. Closing of the transaction is expected to occur on March 24, 2026.
ACG's shareholders approved the arrangement resolution authorizing the plan of arrangement under Section 182 of the Business Corporations Act (Ontario) by a unanimous vote of all ACG shares voted at the meeting, significantly exceeding the required two-thirds approval threshold.
ACG will now seek final court approval of the arrangement from the Ontario Superior Court of Justice on March 19, 2026. Core Nickel expects to complete the consolidation of its common shares on the basis of one postconsolidation common share for every 8.5 preconsolidation common shares and the change of its name to Arizona Eagle Mining Corp. by no later than March 23, 2026.
The subscription receipts issued in connection with the concurrent financings completed on Nov. 26, 2025, are expected to convert, in accordance with their terms, upon satisfaction of the escrow release conditions and prior to the closing of the transaction, and the net proceeds thereof will be released to the resulting issuer. Trading of the common shares of the resulting issuer on the TSX Venture Exchange is expected to commence shortly thereafter, and a further press release will be issued to announce the anticipated trading date.
Kevin Reid, chief executive officer of ACG, commented: "We are very pleased that shareholders of both companies have expressed their strong support for the transaction. We look forward to trade commencing as Arizona Eagle Mining Corp. and advancing our phase 1 drill program, currently under way, at the Eagle project."
Christopher Tate, president and chief executive officer of Core Nickel, added, "Receiving shareholder approval is an important milestone, and we are excited to move forward toward closing the transaction and delivering value to all stakeholders."
Additional details regarding the transaction can be found in the information circular of Core Nickel filed under Core Nickel's profile on SEDAR+. All information contained in this news release with respect to Core Nickel and ACG was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
About Arizona Copper and Gold Ltd.
ACG is a private mineral exploration company based in Toronto, Ont., focused on the acquisition, exploration and development of mineral properties in the United States. Through its wholly owned subsidiary, AZ Desert Land Holdings Corp., ACG holds a 100-per-cent interest in the Eagle project in Yavapai county, Arizona.
About Core Nickel Corp.
Core Nickel is a reporting issuer listed on the TSX-V under the symbol CNCO. Core Nickel holds a portfolio of exploration-stage nickel properties in the Thompson nickel belt in Northern Manitoba, including the Mel deposit.
Further information
ACG and Core Nickel will provide further details in respect of the transaction in due course by way of a subsequent news release; however, Core Nickel will make available to the TSX-V, all information, including financial information, as may be requested or required by the TSX-V.
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