Mr. Christopher Tate reports
ARIZONA EAGLE MINING CORP. (FORMERLY CORE NICKEL CORP.) ANNOUNCES CLOSING OF REVERSE TAKEOVER TRANSACTION
The previously announced reverse takeover transaction pursuant to which Core Nickel Corp. acquired all of the issued and outstanding securities of Arizona Copper and Gold Ltd. (ACG) by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) (OBCA) has been completed. The arrangement became effective at 12:01 a.m. Toronto time on March 24, 2026.
The transaction was completed pursuant to the arrangement agreement between the parties dated Feb. 13, 2026. The arrangement constitutes a reverse takeover of Core Nickel by the shareholders of ACG under Policy 5.2, Changes of Business and Reverse Takeovers of the TSX Venture Exchange.
Trading in the common shares of Core Nickel has been halted since Sept. 15, 2025, in connection with the announcement of the transaction. Trading of the common shares of the resulting issuer on the TSX-V is expected to resume on or around March 31, 2026, under the new name Arizona Eagle Mining Corp. and the expected new trading symbol AZEM, subject to the TSX-V issuing its final exchange bulletin.
Kevin Reid, chief executive officer of Arizona Eagle, commented: "Today marks a transformative milestone for our company. The closing of this transaction brings together a seasoned management team, a well-funded treasury and what management believes is a compelling gold-silver asset -- the Eagle project -- under a single public company platform. Our phase 1 drilling program, comprising approximately 4,500 metres, is already under way at the past-producing McCabe mine, and we look forward to advancing exploration across the broader Eagle project as Arizona Eagle Mining Corp. We are grateful to the shareholders of both ACG and Core Nickel for their strong support of this transaction, and we are excited to build on this foundation as we work to unlock the significant potential of this historic mining district."
Christopher Tate, outgoing president and chief executive officer of Core Nickel, commented: "It has been a privilege to lead Core Nickel through this process, and I am proud of what we have accomplished together. This transaction delivers outstanding value to Core Nickel shareholders by providing ownership in a high-quality gold exploration company with substantial potential while preserving exposure to our nickel assets in Manitoba. Kevin and the Arizona Eagle team have built something truly special, and I am confident that the resulting issuer is well positioned for success. I wish the entire team the very best as they take the company forward."
Closing of the arrangement
Consolidation and name change
On March 23, 2026, Core Nickel completed the consolidation of its common shares on the basis of one postconsolidation common share for every 8.5 preconsolidation common shares and changed its name from Core Nickel Corp. to Arizona Eagle Mining Corp.
Conversion of subscription receipts
On March 24, 2026, the subscription receipts of both ACG and Core Nickel issued in connection with the concurrent brokered private placements that closed on Nov. 26, 2025, converted in accordance with their terms upon satisfaction of the escrow release conditions, and the net proceeds thereof have been released to the resulting issuer. The concurrent financings were led by Stifel Canada and Clarus Securities Inc., as co-lead agents and joint bookrunners, on behalf of a syndicate of agents which included PowerOne Capital Markets Ltd. Further information regarding the concurrent financings can be found in the news release of the parties dated Nov. 26, 2025.
The arrangement
In connection with the arrangement:
- Each common share in the capital of ACG issued and outstanding immediately prior to the effective time of the arrangement was exchanged for one fully paid and non-assessable common share of the resulting issuer on a 1:1 exchange ratio (on a postconsolidation basis), at a deemed price of $1.20 per resulting issuer share;
- Each outstanding common share purchase warrant of ACG was exchanged for one common share purchase warrant of the resulting issuer (on a postconsolidation basis) on economically equivalent terms;
- Each outstanding ACG stock option was exchanged for one stock option of the resulting issuer (on a postconsolidation basis) on economically equivalent terms and pursuant to the existing stock option plan of the resulting issuer;
- ACG has become a wholly owned subsidiary of the resulting issuer.
Arizona Eagle share capital
Following the closing of the arrangement, the consolidation and the concurrent financings, the outstanding share capital of the resulting issuer is as follows.
In addition, as of the closing date, there are 2,617,647 resulting issuer options and 4,698,079 resulting issuer warrants outstanding, for an aggregate fully diluted share capital of 56,322,655 resulting issuer shares.
Continuance
The resulting issuer intends to complete the continuance of its jurisdiction of incorporation from British Columbia into Ontario under the OBCA in short order. A further press release will be issued to announce the completion of the continuance.
Board of directors and senior management of Arizona Eagle
In connection with the closing of the arrangement and effective at 12:01 a.m. Toronto time on March 25, 2026, the following individuals have been duly elected as the board of directors of the resulting issuer: Marc Pais (executive chair), Kevin Reid (chief executive officer and director), Rickard Vernon (lead independent director), Mike Pilmer and Dawn Meidinger.
Effective March 25, 2026, the officers of Arizona Eagle are Mr. Reid (CEO), Mr. Pais (executive chair), Sung Min (Eric) Myung (chief financial officer), Clyde Smith (vice-president, exploration) and Conor Dooley (corporate secretary).
The independent directors of the resulting issuer are Mr. Pilmer, Mr. Vernon and Ms. Meidinger. The audit committee of the board comprises Mr. Pilmer (chair), Mr. Vernon and Mr. Reid.
In connection with the closing of the arrangement, David Smith, Tim Dalton and Mr. Tate, who served as directors of Core Nickel prior to the transaction, have resigned from the board effective at the effective time of the arrangement. Mr. Tate has also resigned as president and chief executive officer of Core Nickel effective at the effective time of the arrangement. Arizona Eagle thanks each of Mr. Smith, Mr. Dalton and Mr. Tate for their service and dedication to Core Nickel.
TSX-V listing
The TSX-V granted conditional approval for the transaction and the listing of the resulting issuer shares on Feb. 11, 2026. The resulting issuer is expected to be classified as a Tier 2 mining issuer on the TSX-V. Final acceptance of the transaction by the TSX-V is subject to the resulting issuer fulfilling all remaining requirements of the TSX-V and the issuance of the final exchange bulletin.
Regulatory approvals
All requisite shareholder, court, regulatory and exchange approvals for the transaction have been obtained. Shareholders of both ACG and Core Nickel voted to approve all matters related to the transaction at their respective special meetings held on March 13, 2026. The Ontario Superior Court of Justice granted the final order approving the arrangement on March 19, 2026.
Escrow
Certain resulting issuer securities held by principals of the resulting issuer are subject to escrow in accordance with TSX-V Policy 5.4, including an aggregate of 1,924,176 resulting issuer shares under Tier 1 escrow and 24,030,200 resulting issuer shares under Tier 2 escrow, 111,765 resulting issuer options under Tier 1 escrow and 2.5 million resulting issuer options under Tier 2 escrow, and 941,176 resulting issuer warrants under Tier 1 escrow. In the aggregate, approximately 25.9 million resulting issuer shares held by principals and management of the resulting issuer will be subject to escrow, representing approximately 53 per cent of the 49 million resulting issuer shares (undiluted) issued and outstanding.
Additional information
Full particulars of the transaction, the Eagle project and the resulting issuer are described in the management information circular of Core Nickel, which is available under the resulting issuer'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 Eagle Mining Corp.
Arizona Eagle is a mineral exploration company focused on the acquisition, exploration and development of mineral properties. Arizona Eagle's principal asset is the Eagle project, a 4,533-acre property comprising patented and unpatented claims located near the town of Prescott Valley in Yavapai county, Arizona, which it holds through its wholly owned subsidiary, AZ Desert Land Holdings Corp. The Eagle project is centred on the past-producing McCabe mine, a high-grade gold-silver deposit, and includes multiple parallel structures hosting past-producing mines that remain largely untested by modern drilling. While Arizona Eagle's primary focus will be on exploration and development of the Eagle project, it will continue to own Core Nickel's land portfolio in the Thompson nickel belt of Northern Manitoba.
We seek Safe Harbor.
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