Arizona Sonoran Announces $30,000,000 Purchase Agreement

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES.

CASA GRANDE, Ariz. and TORONTO, Jan. 25, 2023 (GLOBE NEWSWIRE) — Arizona Sonoran Copper Company Inc. (TSX:ASCU | OTCQX:ASCUF) (“ASCU” or the “Company”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. (“Haywood”) to act as Lead Underwriter and Sole Bookrunner on its own behalf and on behalf of a consortium of the Underwriters (together with Haywood, the “Underwriters”), pursuant to which the Underwriters have agreed to issue 15,000,000 common shares in the capital of the Company (the “Common Shares”) at a price of C$2.00 per common share (the “Issue Price”) for gross proceeds to the Company of C$30,000,000 (the “Offering”).

In addition, the Company has agreed to grant the underwriters an option to purchase up to an additional 15% of the common shares sold in the offering at a price per common share equal to the offering price on the same terms as the offering, at any time in whole or in part up to exercisable on the date which is 30 days after the closing of the offering.

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

The common shares will be offered in the form of a summary prospectus for filing in all provinces of Canada (except Quebec). The Common Shares will also be sold to U.S. buyers in a private placement pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “US Securities Act”) and other jurisdictions outside of Canada, that do not require a prospectus filing or similar requirement arises.

The offering is scheduled to close on or about February 16, 2023 and is subject to certain conditions including, without limitation, receipt of all necessary regulatory and other approvals, including the approval of the Toronto Stock Exchange and securities regulators.

The securities being offered under the offering have not been and will not be registered under the US Securities Act or any state securities laws and may not be registered in the United States or to or for the account or benefit of any person in the United States who is not registered or has one applicable exemptions from the registration requirements of the US Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to purchase any securities in the United States, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful would.

Neither the TSX nor the regulator has approved or disproved the information contained in this press release.

About Arizona Sonoran Copper Company (www.arizonasonoran.com | www.cactusmine.com)
ASCU’s goal is to become a mid-tier copper producer with low operating costs and to develop the Cactus and Parks/Salyer projects that could generate solid returns for investors and provide long-term sustainable and responsible operations for the community and all stakeholders. The Company’s principal asset is a 100% interest in the Cactus Project (former ASARCO Mine, Sacaton), located on private land in a infrastructure rich area of ​​Arizona. Adjacent to the Cactus project is the 100% owned Parks/Salyer deposit which could allow for incremental expansion of the Cactus mine once it becomes a producing asset. The company is led by an executive team and board of directors with a proven track record of successfully executing projects in North America, complemented by global capital markets expertise.

For more informations
Alison Dwoskin, Director, Investor Relations
647-233-4348
[email protected]

George Ogilvie, President, CEO and Director
416-723-0458
[email protected]

Forward-Looking Statements
Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause ASCU’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements, including forward-looking statements Statements in this press release regarding the timing and completion of the Offering, receipt of necessary securities and securities regulatory approvals for the Offering, use of proceeds from the Offering and future plans of the Company. Factors that could affect the outcome include, but are not limited to: the timing of review by stock exchange and securities regulators, the ability to satisfy other conditions pending the closing of the offering, management’s discretion over the use of proceeds from the offering supply, future prices and supply of metals; the drilling results; inability to raise the money necessary to incur the expenses necessary to maintain and develop the properties; environmental liability (known and unknown); general business, economic, competitive, political and social uncertainties; results of exploration programs; accidents, labor disputes and other hazards of the mining industry; political instability, terrorism, insurrection or war; or delays in obtaining regulatory approvals, projected cash operating expenses, failure to obtain regulatory or shareholder approvals.

Although ASCU has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated , estimated or intended . The forward-looking statements contained herein are made as of the date of this press release, and ASCU disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise, except as required by applicable securities laws.

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