Arizona Gold & Silver Inc.  (TSX-V: AZS) (OTCQB: AZASF) is pleased to announce that it has entered into an agreement with Evolution Mining Gold Operations Ltd. a wholly owned subsidiary of Evolution Mining Limited on August 4, 2026 pursuant to which Evolution has agreed to acquire  15,056,004 units of the Company, by way of a non-brokered strategic private placement, at a price of  C$0.80 per Unit, for aggregate gross proceeds of approximately C$12,000,000¹. No bonus, finder’s fee, commission, agent’s option or other compensation was paid or is payable with respect to the Investment, which was made by way of a non-brokered strategic private placement by Evolution.

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 C$1.00 for a period of three years from the closing date of the Investment.

Evolution is expected to hold an approximate 9.9% equity interest in the Company on a non-diluted basis following completion of the Investment.

“This strategic investment marks an important milestone for Arizona Gold & Silver,” said Mike Stark, President and CEO. “Evolution Mining is a C$23² 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% of the gross proceeds from the Investment (approximately C$10,800,000)¹ to accelerate exploration at its flagship Philadelphia Gold-Silver Project in Arizona’s historic Oatman Mining District, and up to 10% (approximately C$1,200,000)¹ for general and administrative expenses. Priority exploration objectives include expanding the high-grade Perry Zone, testing the three-kilometer Arabian Fault corridor, evaluating the broader potential beneath Red Hills and advancing the Eastern and Northeastern hyperspectral anomalies.

“Philadelphia is much more than a single-zone opportunity,” said Dr. Lex Lambeck, Senior Vice President of Exploration. “We see a large mineralized system with multiple opportunities for discovery. Our goal is to apply district-scale geological thinking, advanced exploration technologies and disciplined drilling to systematically unlock that potential.”

Investor Rights Agreement

Upon closing of the Investment, the Company and Evolution will enter into an investor rights agreement. Pursuant to the Investor Rights Agreement, and 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% or greater interest in the Philadelphia Project.

The Investment remains subject to the approval of the TSX Venture Exchange and customary closing conditions. 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.

About Evolution Mining Limited 

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 Mt Rawdon in Queensland, Mungari in Western Australia, and Red Lake in Ontario, Canada, and an 80% share in Northparkes in New South Wales. Evolution Mining is listed on the Australian Securities Exchange (ASX: EVN).

About Arizona Gold & Silver Inc.

Arizona Gold & Silver Inc. 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.