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Arizona Eagle Mining Corp. Announces Non-Brokered Private Placement Financing for Gross Proceeds of up to C$3,000,000

Toronto, Ontario--(Newsfile Corp. - May 13, 2026) - Arizona Eagle Mining Corp. (TSXV: AZEM) (the "Company" or "Arizona Eagle") is pleased to announce that it intends to complete a non-brokered private placement (the "Offering") of units of the Company (each, a "Unit") at a price of C$1.10 per Unit for aggregate gross proceeds to the Company of up to C$3,000,000. Each Unit will be comprised of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire one Common Share (each, a "Warrant Share") at an exercise price of C$1.50 per Warrant Share for a period of 36 months from the closing date of the Offering.

The Company intends to use the net proceeds from the Offering: (i) to fund the pending acquisition of the Eagle Silver Project, comprising the Arizona National Mine, the Lookout Mine and the Silver Belt Mine (collectively, together with any additional silver-focused mineral properties that the Company may acquire from time to time in Yavapai County, Arizona, the "Silver Projects"), as previously announced by the Company on April 20, 2026; (ii) to fund an inaugural 3,500 meter drill program on the Silver Projects; and (iii) for general corporate and working capital purposes. The foregoing allocation of the net proceeds of the Offering represents the Company's current intentions based on present plans and business conditions and may be reallocated by management where sound business reasons make such reallocation prudent or necessary.

Kevin Reid, Chief Executive Officer of Arizona Eagle, commented:

"This financing will provide Arizona Eagle with the capital to advance our silver strategy, including the acquisition of additional high-grade silver properties and the funding of an inaugural drill program targeting the Silver Projects. We are excited to expand our silver footprint and to systematically drill test these highly prospective targets as we continue to build out our project portfolio."

The Offering is being conducted on a private placement basis pursuant to available exemptions from the prospectus requirements under applicable Canadian securities laws. Units will be offered and sold: (i) to purchasers in each of the provinces and territories of Canada on a private placement basis; (ii) to purchasers in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"); and (iii) to purchasers resident in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable securities laws of such foreign jurisdiction, provided that no prospectus, registration statement or similar document is required to be filed in any such foreign jurisdiction.

The Common Shares, Warrants and Warrant Shares issued under the Offering will be subject to a hold period of four months and one day from the closing date of the Offering in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange (the "TSXV").

The securities offered under the Offering have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws, or an available exemption from such registration requirements.

The Offering is expected to close on or about June 4, 2026 (the "Closing Date"), or such other date or dates as the Company may determine. Completion of the Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSXV.

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 4,169-acre property comprised of patented and unpatented claims located near the town of Prescott Valley in Yavapai County, Arizona. The Eagle Project is centered 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 is on the 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.

The scientific and technical information contained in this news release has been reviewed and approved by Clyde Smith, PhD, Vice-President, Exploration of the Company, who is a Qualified Person as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

For Further Information

For further information on Arizona Eagle, please contact:

Kevin ReidChief Executive Officer and DirectorEmail: kreid@arizonaeaglemining.comhttps://www.arizonaeaglemining.com/

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are not statements of historical fact may be deemed to be forward-looking statements, which are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions. More particularly and without limitation, this news release contains forward-looking statements concerning: the Offering, including the expected closing date, the aggregate gross proceeds, the terms of the Units and Warrants, the anticipated use of proceeds, the payment of finder's fees and the issuance of Finder's Warrants, and the receipt of all necessary regulatory approvals (including the approval of the TSXV); the Company's proposed silver property acquisitions, including the pending acquisition of the Eagle Silver Project; and the Company's planned drill program on the Silver Projects. Forward-looking statements are inherently uncertain, and actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including: expectations and assumptions concerning the timely receipt of all required regulatory approvals (including the approval of the TSXV); the Company's ability to complete the Offering on the proposed terms or at all; the Company's ability to complete the acquisition of the Eagle Silver Project on the proposed terms or at all (including the completion of satisfactory due diligence and the ability to obtain clear title to the underlying mineral claims); the Company's ability to identify and complete additional silver property acquisitions on acceptable terms; the ability to use the proceeds from the Offering as anticipated; and the ability of the Company to execute on its proposed exploration and drill programs on the Silver Projects. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this news release are made as of the date of this news release and are expressly qualified by the foregoing cautionary statement. Except as expressly required by applicable securities law, the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Not for distribution to U.S. news wire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297383

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