Mr. Mike Stark reports
ARIZONA GOLD & SILVER CLOSES $12 MILLION CAD STRATEGIC INVESTMENT BY EVOLUTION MINING
Arizona Gold & Silver Inc.
has closed its previously announced non-brokered strategic private placement with Evolution Mining Gold Operations Ltd., a wholly owned subsidiary of Evolution Mining Ltd., pursuant to which Evolution has acquired 15,056,004 units of the company, at a price of 80 cents per unit, for aggregate gross proceeds of approximately $12-million. No bonus, finder's fee, commission, agent's option or other compensation was paid or is payable with respect to the investment.
Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle Evolution to acquire one common share at a price of $1 for a period of three years from the closing date of the investment.
Evolution holds
an approximately 9.9-per-cent equity interest in the company on a non-diluted basis as a result of the closing of the investment.
"This strategic investment marks an important milestone for Arizona Gold & Silver," said Mike Stark, president and chief executive officer. "Evolution Mining is a $23-billion globally recognized gold producer with an outstanding technical reputation. Its investment reflects confidence in our team, our assets and our long-term vision."
Use of proceeds
The company
has agreed to use at least 90 per cent of the gross proceeds from
the investment (approximately $10.8-million)
to accelerate exploration at its flagship Philadelphia gold-silver project in Arizona's historic Oatman mining district and up to 10 per cent (approximately $1.2-million)
for general and administrative expenses.
Investor rights agreement
The company and Evolution have entered into an investor rights agreement, pursuant to which, subject to customary conditions and ownership thresholds, Evolution will have, among other rights: the right to participate in future equity issuances to maintain its pro rata interest in the company; top-up rights to maintain its interest in connection with dilutive events; the right to nominate one member to the company's board of directors (or, in lieu thereof, to appoint one board observer); the right to participate in a technical committee in an advisory capacity; and a first right of refusal over the sale of a 10-per-cent-or-greater interest in the Philadelphia project.
The TSX Venture Exchange has conditionally approved the investment. All securities issued in connection with the investment will be subject to a statutory hold period of four months and one day from the closing date in accordance with applicable securities laws. The Investment is subject to the final approval of the TSX Venture Exchange.
Early warning disclosure
Immediately prior to the Investment, Evolution did not beneficially own or control any common shares or other securities of the company. Following completion of the investment, Evolution beneficially owns and controls 15,056,004 common shares and 7,528,002 warrants, representing approximately 9.9 per cent of the issued and outstanding common shares on a non-diluted basis, and 14.1 per cent of the common shares on a partially diluted basis (assuming the exercise in full of the warrants held by Evolution only, in accordance with their terms).
This press release, and Evolution's corresponding early warning report, which is expected to be filed on SEDAR+ in the near term, constitutes the required disclosure pursuant to Section 5.2 of National Instrument 62-104 (Take-Over Bids and Issuer Bids). The requirement to file an early warning report was triggered by Evolution's acquisition of units as part of the investment.
Evolution acquired the units for investment purposes. Evolution will continue to monitor the business, prospects, financial condition and potential capital requirements of the company. Depending on its evaluation of these and other factors, Evolution may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over securities of the company through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in (a) through (k) of item 5 of Form F1 of National Instrument 62-103 (the Early Warning System and Related Take-over Bid and Insider Reporting Issues). Evolution may also exercise the board rights granted to it pursuant to the investor rights agreement to nominate a director to the company's board of directors.
The early warning report that will be filed on SEDAR+ in respect of the investment will satisfy the requirement of Section 5.2 of NI 62-104 to have the early warning report filed by an acquiror, in this case by Evolution, with the securities regulatory authorities in each of the jurisdictions in which the company is a reporting issuer and which contains the information with respect to the foregoing matters and the information required by Section 3.1 of National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues), which includes the information required by Form 62-103F1 (Required Disclosure under the Early Warning Requirements).
A copy of the early warning report filed by Evolution in connection with the investment will be available under Evolution's profile on the SEDAR+ website.
About Evolution Mining Ltd.
Evolution Mining is a leading, globally relevant gold miner. Evolution Mining operates six mines, comprising five wholly owned mines: Cowal in New South Wales, Ernest Henry and Mountt Rawdon in Queensland, Mungari in Western Australia, and Red Lake in Ontario, Canada, and an 80-per-cent share in Northparkes in New South Wales.
Evolution Mining is listed on the Australian Securities Exchange
About Arizona Gold & Silver Inc.
Arizona Gold is a leading exploration company focused on uncovering precious metal resources in Arizona and Nevada. With a commitment to sustainable practices and innovative exploration techniques, the company aims to drive value for stakeholders while prioritizing environmental stewardship. The flagship asset is the Philadelphia gold-silver property where the company is drilling off an epithermal gold-silver system ahead of an initial resource calculation.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.