Arizona Sonoran Copper Company Inc. (TSX:ASCU | OTCQX:ASCUF) is pleased to announce that the Company has closed its previously announced public offering of common shares of the Company, pursuant to which the Company issued, on a bought deal basis, 25,875,000 Common Shares, including 3,375,000 Common Shares issued pursuant to the exercise in full of the over-allotment option granted to the Underwriters (as defined herein), at a price of $2.00 per Common Share, for aggregate gross proceeds of C$51,750,000.

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.

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 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. 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

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.