Arizona Sonoran Announces Closing of C$51,750,000 Bought Deal Public Offering of Common Shares

The Offering was completed pursuant to an underwriting agreement dated June 6, 2025 entered into among the Company and a syndicate of underwriters led by Scotia Capital Inc., as sole bookrunner, and including Canaccord Genuity Corp., Paradigm Capital Inc., Raymond James Ltd., Haywood Securities Inc., RBC Dominion Securities Inc., and Stifel Nicolaus Canada Inc. (collectively, the “Underwriters”).

The net proceeds of the Offering will be used to exercise buy-down rights in respect of NSR royalties on the Cactus Project, to fund potential land acquisitions related to the Cactus Project, for the completion of technical and engineering studies, and for working capital and general corporate purposes, all as further described in the Prospectus (as defined herein). It is anticipated that the net proceeds from the Offering will fully fund the Company through to a final investment decision at the Cactus Project, potentially in Q4 2026.

The Common Shares were offered by way of a short form prospectus dated June 12, 2025 (the “Prospectus”) filed in each of the provinces and territories of Canada, except Quebec, and offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and in those jurisdictions outside of Canada and the United States as agreed to by the Company and the Underwriters, in each case in accordance with all applicable laws and such that no prospectus, registration or other similar document was required to be filed in those jurisdictions. The Offering remains subject to the final approval of the Toronto Stock Exchange.

Certain directors and officers of the Company subscribed for an aggregate 200,000 Common Shares for aggregate gross proceeds of $400,000. Each director and officer of the Company is considered an “insider” of the Company and, as a result, their participation under the Offering is considered to be a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25% of the Company’s market capitalization.

The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

Neither the Toronto Stock Exchange nor the regulating authority has approved or disproved the information contained in this press release.

About Arizona Sonoran Copper Company (www.arizonasonoran.comwww.cactusmine.com)
ASCU is a copper exploration and development company with a 100% interest in the brownfield Cactus Project. The Cactus 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 onsite permitted water access. The Company’s 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 track record of successful project delivery in North America complemented by global capital markets expertise.

For more information

Alison Dwoskin, Director, Investor Relations
647-233-4348
adwoskin@arizonasonoran.com

George Ogilvie, President, CEO and Director
416-723-0458
gogilvie@arizonasonoran.com

In Europe
Swiss Resource Capital AG
Jochen Staiger & Marc Ollinger
info@resource-capital.ch
www.resource-capital.ch           

Cautionary Statements regarding Forward-Looking Statements and Other Matters

Forward-Looking Statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Offering, the receipt of regulatory approvals, the use of proceeds of the Offering, the net proceeds of the Offering being sufficient to fund the Company through to a final investment decision at the Cactus Project (including the timing of any such decision) and the future plans or prospects and objectives of the Company (including, but not limited to, those under “About Arizona Sonoran Copper Company” in this press release). Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ASCU to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could affect the outcome include, among others: market conditions; future prices and the supply of metals; the results of drilling; inability to raise the money necessary to incur the expenditures required to retain and advance the properties; environmental liabilities (known and unknown); general business, economic, competitive, political and social uncertainties; results of exploration programs; accidents, labour disputes and other risks of the mining industry; political instability, terrorism, insurrection or war; delays in obtaining governmental approvals; projected cash operating costs; or failure to obtain regulatory approvals.

Although ASCU has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this press release and ASCU disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information include the risks, uncertainties, contingencies and other factors described in the “Risk Factors” section of the Company’s Annual Information Form dated March 27, 2025, as well as in the technical report for the Cactus Project filed on August 27, 2024 (the “2024 PEA Technical Report”) and Management’s Discussion and Analysis (together with the accompanying financial statements) for the year ended December 31, 2024 and the quarter already ended in 2025, all of which are available on SEDAR+ at www.sedarplus.ca.

Preliminary Economic Assessments

The 2024 Preliminary Economic Assessment (or 2024 PEA) referenced in this press release and summarized in the 2024 PEA Technical Report is only a conceptual study of the potential viability of the Cactus Project and the economic and technical viability of the Cactus Project has not been demonstrated. The 2024 PEA is preliminary in nature and provides only an initial, high-level review of the Cactus Project’s potential and design options; there is no certainty that the 2024 PEA will be realized. For further detail on the Cactus Project and the 2024 PEA, including applicable technical notes and cautionary statements, please refer to the Company’s press release dated August 7, 2024 and the 2024 PEA Technical Report, both available on the Company’s website at www.arizonasonoran.com and under its issuer profile at www.sedarplus.ca.