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

TORONTO, Sept. 23, 2024 (GLOBE NEWSWIRE) -- Arizona Sonoran Copper Company Inc. (“Arizona Sonoran” or the “Company”) (TSX:ASCU) is pleased to announce that it has entered into an agreement with Raymond James Ltd. and Paradigm Capital Inc., as co-lead underwriters and joint bookrunners, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a “bought deal” basis, 17,241,400 common shares (the “Common Shares”) of the Company at a price of C$1.45 per Common Share (the “Issue Price”) for aggregate gross proceeds to the Company of approximately C$25 million (the “Offering”).

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% Common Shares at the Issue Price, exercisable in whole or in part at any time for a period ending 30 days from the closing of the Offering.

The net proceeds from the Offering will be used for exploration and development at the Company’s Cactus Mine Project located in Arizona, and for general working capital and corporate purposes.

The Offering is expected to close on or about October 9, 2024 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

The Common Shares will be offered by way of a short form prospectus to be filed in each of the provinces and territories of Canada, except Quebec, and may be 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 which are agreed to by the Company and the Underwriters, in each case in accordance with all applicable laws and provided that no prospectus, registration or other similar document is required to be filed in those jurisdictions.

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 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.