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Vancouver, British Columbia TheNewswire - August 04, 2026 – Arizona Gold & Silver Inc. ("Arizona" or the "Company") (TSXV: AZS,OTC:AZASF) (OTCQB: AZASF) is pleased to announce that it has entered into an agreement with Evolution Mining Gold Operations Ltd. ("Evolution"), a wholly owned subsidiary of Evolution Mining Limited ("Evolution Mining") on August 4, 2026 pursuant to which Evolution has agreed to acquire 15,056,004 units of the Company (each a "Unit"), 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$12,000,000 1 (the "Investment"). 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 (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "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 (the "Philadelphia Project"), 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 (the "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.
On behalf of the Board of Directors:
ARIZONA GOLD & SILVER INC.
Mike Stark, President and CEO, Director
Phone: (604) 833-4278
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 release.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release are forward-looking statements that involve various risks and uncertainties. Forward-looking statements in this news release include statements in relation to the completion of the Investment and the anticipated timing thereof; the receipt of all required TSX Venture Exchange approval; the satisfaction of customary closing conditions; the entering into of the Investor Rights Agreement and the rights of Evolution thereunder; the anticipated ownership interest of Evolution following completion of the Investment; the anticipated use of proceeds of the Investment; the timing, cost and other aspects of the 2026 exploration program; the potential for development of the mineral resources; the potential mineralization and geological merits of the exploration properties; and other future plans, objectives or expectations of the Company. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include the risk that actual results of current and planned exploration activities, including the results of the Company's 2026 drilling program(s) on its properties, will not be consistent with the Company's expectations; the geology, grade and continuity of any mineral deposits and the risk of unexpected variations in mineral resources, grade and/or recovery rates; fluctuating metals prices; possibility of accidents, equipment breakdowns and delays during exploration; exploration cost overruns or unanticipated costs and expenses; uncertainties involved in the interpretation of drilling results and geological tests; availability of capital and financing required to continue the Company's future exploration programs and preparation of geological reports and studies; delays in the preparation of geological reports and studies; the metallurgical characteristics of mineralization contained within the exploration properties are yet to be fully determined; general economic, market or business conditions; competition and loss of key employees; regulatory changes and restrictions including in relation to required permits for exploration activities (including drilling permits) and environmental liability; timeliness of government or regulatory approvals; and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. In connection with the forward-looking information contained in this news release, the Company has made numerous assumptions, including that the Company's 2026 programs would proceed as planned and within budget. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.
1 Figure rounded to nearest hundred-thousand-dollar number. Estimate based on the 15,056,004 Units issued at a price of C$0.80/sh
2 Based on Evolution closing share price of A$11.51 on 27 July 2026, at an assumed AUD/CAD of A$1:C$0.986190.
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