Arizona Sonoran Announces Filing of Final Short Form Prospectus in Connection With C$45,000,000 Bought Deal Financing

The final short form prospectus is accessible through SEDAR+

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

TORONTO--(BUSINESS WIRE)-- Arizona Sonoran Copper Company Inc. (TSX:ASCU | OTCQX:ASCUF) (“ASCU” or the “Company”), is pleased to announce that it has filed and been receipted for a final short form prospectus (the “Prospectus”) in connection with its bought deal offering of 22,500,000 common shares in the capital of the Company (the “Common Shares”) at a price of C$2.00 per Common Share (the “Issue Price”) for gross proceeds to the Company of C$45,000,000 (the “Offering”), as further described in the press release of the Company dated June 2, 2025. Pursuant to the Offering, the Company also granted the underwriters an over-allotment option to purchase at the Issue Price up to an additional 15% of the Common Shares issued in connection with the Offering, which option is exercisable, in whole or in part, by the underwriters at any time up to and including 30 days after the closing of the Offering. The underwriters have exercised the over-allotment option in full.

In connection with the Offering, the Company has entered into an underwriting agreement with Scotia Capital Inc., as sole bookrunner, on behalf of a syndicate of underwriters including Canaccord Genuity Corp., Paradigm Capital Inc., Raymond James Ltd., Haywood Securities Inc., RBC Dominion Securities Inc., and Stifel Nicolaus Canada Inc.

Delivery of the Prospectus and any amendment will be satisfied in accordance with the “access equals delivery” provisions of applicable securities legislation. The Prospectus is accessible on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

An electronic or paper copy of the Prospectus and any amendment may be obtained, without charge, from Scotia Capital Inc. by email at equityprospectus@scotiabank.com by providing Scotia Capital Inc. with an email address or address, as applicable. The Prospectus contains important, detailed information about the Company and the Offering. Prospective investors should read the Prospectus before making an investment decision.

The Offering is subject to certain conditions including, but not limited to, the approval of the Toronto Stock Exchange.

The securities offered in the Offering 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 or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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.com | www.cactusmine.com)

ASCU is a copper exploration and development company with a 100% interest in the brownfield Cactus Project. The 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.

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, 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: risks relating to the ability of the parties to complete the Offering on the terms described in this press release or timing currently expected, or at all, 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; or delays in obtaining governmental approvals, projected cash operating costs, 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250612450871/en/

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

Source: Arizona Sonoran Copper Company Inc.