Reverse takeover completed

The TSX Venture Exchange has accepted for filing the company's reverse takeover (RTO), as described in its information circular dated Feb. 13, 2026. The RTO consists of the non-arm's-length acquisition of all of the issued and outstanding securities of Arizona Copper and Gold Ltd. (ACG) by issuing a total of 39,868,950 common shares of the company (excluding any shares issued pursuant to the private placements) on a postconsolidation basis at a deemed price of $1.20 per share. As a result, the company acquired a 100-per-cent interest in the Eagle project, located in Yavapai county, Arizona.

A total of 24,030,200 common shares and 2.5 million stock options issued to former ACG securityholders pursuant to the RTO are escrowed pursuant to an exchange Tier 2 escrow agreement.

The company is classified as support activities for mining, and oil and gas extraction issuer (NAICS No. 2131).

For further information, please refer to the company's information circular dated Feb. 13, 2026, available on SEDAR+.

The exchange has been advised that the above transaction, approved by the company's shareholders on March 13, 2026, has been completed.

Resume trading

Further to the TSX Venture Exchange bulletin dated Sept. 15, 2025, trading in the securities of the resulting issuer will resume at the opening on Tuesday, March 31, 2026.

Private placement -- brokered

Prior to the completion of the RTO, the company and ACG completed the concurrent brokered private placements of subscription receipts at $1.20 per subscription receipt for aggregate gross proceeds of $3,191,450.40. The subscription receipts have been exchanged into the following securities on a postconsolidation basis in the resulting issuer.

Financing type:  brokered private placement

Gross proceeds:  $3,191,450.40 ($1,634,848.80 completed by the company and $1,556,601.60 completed by ACG)

Offering:  2,659,542 common shares

Offering price:  $1.20 per common share

Commissions in securities:  126,352 agents' warrants

Commission terms:  Each non-transferable warrant is exercisable at $1.20 for a one-year period.

Disclosure:  Refer to the company's news releases dated Oct. 20, 2025, Nov. 24, 2025, and March 25, 2026.

The TSX Venture Exchange has been advised that the above transactions have been completed.