CA Market News
4週前
Arizona Sonoran Securityholders Approve Hudbay Transaction with over 99% of Votes Cast FORMay 11, 2026 5:00 PM
Business Wire Arizona Sonoran Copper Company Inc. (TSX:ASCU | OTCQX:ASCUF) (“ASCU” or the “Company”) is pleased to announce that, at the special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares in the capital of the Company (“Common Shares”), the holders of options to purchase Common Shares (“Option Holders”), the holders of deferred share units of the Company (“DSU Holders”) and the holders of restricted share units of the Company (“RSU Holders”, and collectively with the Shareholders, Option Holders and DSU Holders, “Securityholders”) held earlier today, the Securityholders voted in favour of approving the special resolution authorizing the previously announced arrangement (the “Arrangement”) whereby Hudbay Minerals Inc. (“Hudbay”) will acquire all of the issued and outstanding Common Shares that it and its affiliates do not already own by way of a statutory plan of arrangement (the “Plan of Arrangement”). Pursuant to the Plan of Arrangement, each Shareholder (other than those Shareholders who have properly and validly exercised their dissent rights and Hudbay or any of its affiliates) will receive 0.242 of a common share in the capital of Hudbay for each Common Share held immediately prior to the effective time of the Arrangement (the “Effective Time”) or, in the case of Option Holders, DSU Holders and RSU Holders, for each Common Share held following the Effective Time in accordance with the steps of the Plan of Arrangement, as further described in the management information circular of the Company dated April 7, 2026 (the “Circular”). Results from the Meeting are reflected in the table below. Approximately 66.15% of the issued and outstanding securities of the Company as of the record date of March 25, 2026 were voted at the Meeting. The table below reflects the results of the votes cast in favour of the Arrangement by Shareholders, voting as a single class, Securityholders, voting as a single class, and Shareholders, voting as a single class and excluding those votes required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Vote For Vote For (%) Shareholders, voting as a single class 134,645,449 99.84 Securityholders, voting as a single class 144,121,826 99.85 Shareholders, voting as a single class (majority of the minority) 133,278,096 99.83 A report of voting results for the Meeting is available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. Assuming that all remaining approvals are obtained and all other remaining conditions precedent to the completion of the Arrangement are satisfied or waived, the Company anticipates that the Arrangement will be completed in the second quarter of 2026, following which it is expected that the Common Shares will be delisted from the Toronto Stock Exchange. Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to the completion of the Arrangement, including receipt of certain regulatory approvals and the final approval of the Supreme Court of British Columbia (the “Court”). The hearing for the final order of the Court to approve the Arrangement is scheduled to take place on May 14, 2026. Further details regarding the Arrangement are set out in the Circular, which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. If you have any questions about submitting your Common Shares for the Arrangement, including, in the case of registered Shareholders, with respect to completing the letter of transmittal, please contact TSX Trust Company, who is acting as depositary for the Arrangement, at 1-866-600-5869 (North American toll-free) or +1 416-342-1091 (calls outside North America), or by email at tsxtis@tmx.com. Non-registered (beneficial) Shareholders should contact their intermediary for questions with respect to submitting their Common Shares for the Arrangement. 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 (www.arizonasonoran.com | www.cactusmine.com) 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 2025 PFS 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 believes that Cactus has the potential to become a significant contributor of copper production directly to the U.S. domestic supply chain. 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. Cautionary Statements regarding Forward-Looking Statements This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements relate to future events or future performance and reflect ASCU’s expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to, statements with respect to the satisfaction of closing conditions, including receipt of certain regulatory approvals; the expected delisting of the Common Shares and the timing of the completion of the Arrangement. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking information is based on management of the parties’ reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: the failure to, in a timely manner, or at all, obtain the required Court approval for the Arrangement; the failure of the parties to otherwise satisfy the requisite conditions to complete the Arrangement, including required regulatory approvals; the possibility that the Arrangement may be terminated by one or both Hudbay and ASCU; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of copper or certain other commodities; change in national and local governments, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and Indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties; and the risks that are described under the heading “Risk Factors” in the Circular and the documents incorporated by reference therein and the most recent annual information form for the year ended December 31, 2025 of ASCU and the management’s discussion and analysis for the years ended December 31, 2024 and December 31, 2025 for ASCU, which are available under ASCU’s profile on SEDAR+ at www.sedarplus.ca. ASCU does not undertake any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on the information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511149540/en/ For more information Alison Dwoskin, Vice President, Investor Relations
647-233-4348
adwoskin@arizonasonoran.com George Ogilvie, President, CEO and Director
416-723-0458
gogilvie@arizonasonoran.com Original: Arizona Sonoran Securityholders Approve Hudbay Transaction with over 99% of Votes Cast FOR
CA Market News
2月前
Arizona Sonoran Files Management Information Circular for Special Meeting of Securityholders, Announces Receipt of Interim Order and Competition Act Approval and Announces Support from Major ShareholdersApril 8, 2026 6:30 AM
Business Wire
Arizona Sonoran Copper Company Inc. (TSX:ASCU | OTCQX:ASCUF) (“ASCU” or the “Company”) is pleased to announce that it has filed its management information circular (the “Circular”) and related proxy materials (the “Meeting Materials”) for the special meeting of securityholders of the Company (the “Meeting”) to be held in connection with the proposed plan of arrangement (the “Arrangement”) between the Company and Hudbay Minerals Inc. (“Hudbay”) pursuant to the terms of a definitive arrangement agreement between the Company and Hudbay (the “Arrangement Agreement”), as previously announced on March 2, 2026. The Meeting Materials and a copy of the Arrangement Agreement have been filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and the Meeting Materials have also been posted to the Company’s website at www.arizonasonoran.com. The Meeting Materials are in the process of being delivered to securityholders.
The Company is also pleased to announce that on April 2, 2026, the Supreme Court of British Columbia granted an interim order in respect of the Arrangement, authorizing the calling and holding of the Meeting and certain other matters related to the Meeting. A copy of the interim order is included in the Circular. In addition, on March 27, 2026, the Commissioner of Competition issued an advance ruling certificate satisfying the requirement to obtain clearance for the Arrangement under the Competition Act (Canada). The Toronto Stock Exchange (the “TSX”) has also conditionally approved the Arrangement, the delisting of the common shares of ASCU (the “Common Shares”) upon completion of the Arrangement and the listing of the common shares of Hudbay (the “Hudbay Shares”) to be issued to securityholders of ASCU, subject to customary conditions.
The Arrangement
Under the terms of the Arrangement Agreement, which was negotiated at arm’s length, Hudbay will acquire all of the issued and outstanding Common Shares it does not already own and each shareholder of ASCU (each, a “Shareholder”) (other than Hudbay or any of its affiliates and Shareholders who have properly and validly exercised their dissent rights) will receive 0.242 of a Hudbay Share for each Common Share held immediately prior to the effective time of the Arrangement (the “Effective Time”) or, in the case of holders of stock options, deferred share units and restricted share units of the Company, for each Common Share held following the Effective Time. The Arrangement is expected to close in the second quarter of 2026, subject to shareholder approval and other customary closing conditions, including certain U.S. and Canadian regulatory approvals, court approval and stock exchange approvals.
If consummated, the Arrangement would result in the Company being a wholly-owned subsidiary of Hudbay and existing Shareholders owning approximately 11% of Hudbay based on the number of Hudbay Shares and Common Shares issued and outstanding as of the date of the Arrangement Agreement.
Benefits of the Transaction
Immediate and Significant Premium to Shareholders. The consideration implies a value of $9.35 per Common Share based on the closing price of the Hudbay Shares on the TSX as at February 27, 2026, and represents a premium of 30% to the closing price of the Common Shares on the TSX as at February 27, 2026 and a premium of 36% based on the 20-day volume-weighted average price of the Common Shares on the TSX as at February 27, 2026, being the last trading day prior to the entering into of the Arrangement Agreement.
Exposure to a Diversified and High-Quality Asset Portfolio. The Arrangement provides securityholders with the opportunity to retain exposure to the Cactus Project, while also gaining exposure to Hudbay’s established, Americas-focused and diversified asset base with its robust operating platform, assets generating meaningful free cash flow and a strong pipeline of copper growth projects.
Reduced Execution and Financing Risk of the Cactus Project Development. The Company’s strong local relationships in Arizona combined with Hudbay’s established business and proven ability to develop and operate large-scale copper projects and the operational synergies realized through combining operations in the same region reduce overall execution risk for the development of the Cactus Project. In addition, Hudbay’s well-capitalized balance sheet and ability to generate meaningful cash flow reduce the risk that extensive dilutive financing would be required to finance the development of the Cactus Project. In making this assessment, the independent directors of the Company and the board of directors (the “Board”) considered, among other things, the current and anticipated future opportunities, needs and risks associated with the financing and development of the Cactus Project by the Company as an independent public entity.
Improved Capital Markets Visibility and Trading Liquidity. Hudbay is a well-established operating company listed on both the TSX and the New York Stock Exchange. Securityholders will gain ownership in a larger, significantly more liquid and diversified operating company in Hudbay with broader analyst coverage, enhanced access to capital markets and consistent dividend payments.
A detailed description of the various factors, in addition to the above benefits, that the independent directors of the Company and the Board considered and relied upon and further information on the reasons for the unanimous recommendations of the independent directors of the Company and the Board can be found under “The Arrangement – Reasons for the Arrangement” in the Circular.
Board Recommendation
After careful consideration, including a thorough review of the terms of the Arrangement and the Arrangement Agreement and receipt of fairness opinions from Origin Merchant Partners and Scotiabank, and after consultation with management and its financial and legal advisors and taking into consideration, among other things, such other matters considered relevant, including the factors described in the Circular under the heading “The Arrangement – Reasons for the Arrangement”, and following the unanimous recommendation of the independent directors of the Company, the Board unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than Hudbay and its affiliates). Accordingly, the Board unanimously approved the Arrangement and the Arrangement Agreement and unanimously recommends that Shareholders vote FOR the Arrangement Resolution.
Voting Support Agreements and Support from Major Shareholders
As part of the Arrangement, directors, officers and other management of the Company representing approximately 1.17% of the issued and outstanding Common Shares and approximately 4.75% of the outstanding securities of the Company have signed voting support agreements, pursuant to which they have agreed, among other things, to vote their respective securities in favour of the Arrangement.
Additionally, as of the date of this Circular, certain Shareholders have indicated their intention to vote their Common Shares in favour of the Arrangement. As of the date of the Circular, L1 Capital, a Shareholder holding approximately 13.39% of the issued and outstanding Common Shares (as of its most recent public filing on February 28, 2026), Nuton LLC, a Shareholder holding approximately 5.1% of the issued and outstanding Common Shares, and GMT Capital, a Shareholder holding approximately 0.47% of the issued and outstanding Common Shares and also a significant Shareholder of Hudbay, each presently intend to vote in favour of the Arrangement. The Common Shares held by these Shareholders, together with the approximately 9.99% of the issued and outstanding Common Shares held by Hudbay and the approximately 1.17% of the Common Shares held by directors, officers and other management of the Company who have signed voting support agreements, collectively represent approximately 30.14% of the issued and outstanding Common Shares eligible to vote at the Meeting.
The Meeting
The Meeting will be held virtually on Monday May 11, 2026 at 1:00 p.m. (Toronto time), accessible at https://virtual-meetings.tsxtrust.com/1920. Only securityholders of record at the close of business on March 25, 2026 are eligible to vote their securities virtually or by proxy at the Meeting.
At the Meeting, securityholders will be asked to consider and vote upon a special resolution to approve the Arrangement (the “Arrangement Resolution”). The Arrangement Resolution will require approval by (i) 66?% of the votes cast by Shareholders; (ii) 66?% of the votes cast by Shareholders and securityholders voting together as a single class; and (iii) a simple majority of the votes cast by Shareholders, excluding 1,367,353 Common Shares beneficially owned or controlled or directed by George Ogilvie, Chief Executive Officer and President of the Company, representing approximately 0.66% of the issued and outstanding Common Shares.
Your vote is important regardless of the number of securities you own. As a securityholder, it is very important that you carefully read the Meeting Materials and vote your securities. Securityholders may vote online, by mail, or by any other method listed in the form of proxy or voting instruction form included with the Meeting Materials. The Meeting Materials are in the process of being delivered to securityholders in accordance with applicable corporate and securities laws and the interim order of the Supreme Court of British Columbia granted on April 2, 2026.
To ensure that your securities will be represented at the Meeting, you should carefully follow the voting instructions provided in the Meeting Materials. The deadline for receipt of proxies is 1:00 p.m. (Toronto time) on May 7, 2026, or at least two days (excluding Saturdays, Sundays and statutory holidays in British Columbia) before any adjourned or postponed Meeting. Non-registered Shareholders will need to submit their voting instructions prior to that time in accordance with the instructions received from their brokers or other intermediaries.
For Securityholder Questions
If you have any questions or need additional information regarding the voting of your securities, you should contact your financial, legal, tax or other professional advisor, or contact Arizona Sonoran’s shareholder proxy solicitation agent, Shorecrest Group Ltd., by telephone at 1-888-637-5789 (North American toll-free) or 647-931-7454 (calls outside North America), or by email at contact@shorecrestgroup.com.
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 (www.arizonasonoran.com | www.cactusmine.com)
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 2025 PFS 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 believes that Cactus has the potential to become a significant contributor of copper production directly to the U.S. domestic supply chain. 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.
Cautionary Statements regarding Forward-Looking Statements
This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.
Forward-looking statements relate to future events or future performance and reflect ASCU’s expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to, statements with respect to the strengths, characteristics and potential of the Arrangement; the impact of the Arrangement on Shareholders and other stakeholders and other anticipated benefits of the Arrangement; the satisfaction of closing conditions, including receipt of customary stock exchange approvals and other regulatory approvals; the voting intentions of certain Shareholders; the timing of the Meeting and the completion of the Arrangement. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Forward-looking information is based on management of the parties’ reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: the risk that the Arrangement will not be approved by the ASCU securityholders; the failure to, in a timely manner, or at all, obtain the required court approval for the Arrangement; the failure of the parties to otherwise satisfy the requisite conditions to complete the Arrangement, including required regulatory approvals; the possibility that the Arrangement Agreement may be terminated by one or both Hudbay and ASCU; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of copper or certain other commodities; change in national and local governments, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and Indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties; and the risks that are described under the heading “Risk Factors” in the Circular and the documents incorporated by reference therein and the most recent annual information form for the year ended December 31, 2025 of ASCU and the management’s discussion and analysis for the years ended December 31, 2024 and December 31, 2025 for ASCU, which are available under ASCU’s profile on SEDAR+ at www.sedarplus.ca.
ASCU does not undertake any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on the information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260408564896/en/
For more information
Alison Dwoskin, Vice President, Investor Relations
647-233-4348
adwoskin@arizonasonoran.com
George Ogilvie, President, CEO and Director
416-723-0458
gogilvie@arizonasonoran.com
Original: Arizona Sonoran Files Management Information Circular for Special Meeting of Securityholders, Announces Receipt of Interim Order and Competition Act Approval and Announces Support from Major Shareholders
CA Market News
4月前
Arizona Sonoran Advances FS Drill Program and Updated Mineral Resource Modelling, Including Definition of a “Measured” Zone in the Parks/Salyer Starter PitFebruary 11, 2026 6:30 AM
Business Wire
Arizona Sonoran Copper Company Inc. (TSX:ASCU | OTCQX:ASCUF) (“ASCU” or the “Company”) today announces the advancement of an updated Mineral Resource model on the Parks/Salyer deposit, reflecting partial results from the completed first phase of the planned Feasibility Study infill drilling program (the “FS Drill Program”). The target of the updated model is to define Proven Mineral Reserves within the Pre-feasibility Study starter pit representing the first 2-2.5 years of planned copper cathode production. Based on returned drill assays and initial modelling to date, the Company expects modelling results to be consistent with those reflected in the Project’s currently defined Mineral Resource and Mineral Reserve estimates in the same southern zone of Parks/Salyer. The Mineral Resource model will be further updated with additional infill drill holes at Parks/Salyer following condemnation drilling planned for Q1 2026. See FIGURES 1-4, TABLE 1 and TABLE 2 for drilling maps, assay results and collar locations, respectively.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260211655358/en/
George Ogilvie, Arizona Sonoran President and CEO commented, “The initial update to our internal model is demonstrating a high Mineral Resource conversion rate at the Cactus Project with the tighter space drilling, providing a basis for the targeted declaration of Proven Mineral Reserves within the Parks/Salyer starter pit to be defined in the upcoming Feasibility Study. As a result, we anticipate a further derisking of the Project for potential project financiers in our continuing debt project financing process. Parks/Salyer grades in the starter pit are expected to remain consistent, at approximately 0.3% Total Copper (CuT), before an anticipated increase to 0.51% Total Copper in year three of the mine plan and an eventual estimated high of 1.03% Total Copper in year 12 in the deeper higher-grade zones. Following the completion of the FS Drill Program and an updated Mineral Resource model for the pending Feasibility Study, we are eager to have the geology team transition to preparations for operational readiness later this year.”
Parks/Salyer Starter-pit Drill Highlights
ECM-480 – 0.55% CuT over 483 ft (147 m) from 231 ft (70 m) depth (enriched)
ECM-477 – 1.72% CuT over 93 ft (28 m) from 267 ft (109 m) depth (enriched)
ECM-413 – 0.49% CuT over 269 ft (82 m) from 810 ft (247 m) depth (enriched)
ECM-416 – 0.77% CuT over 185 ft (56 m) from 628 ft (191 m) depth (enriched)
ECM-424 – 0.33% CuT over 406 ft (124 m) from 559 ft (171 m) depth (enriched)
Geology and Drilling Recap
The FS Drill Program is comprised of approximately 92,000 ft (28,000 m) over the southern Parks/Salyer “starter pit” zone, at 125 ft (38 m) drill spacing. With tighter drill spacing, drilling is expected to upgrade the starter pit mineralized zone to the Measured Mineral Resource category based on the mine plan phases as outlined in the Pre-feasibility Study (see Technical Study). As such, drill holes terminate at predetermined depths to only target mineralization within the first two pit phases of the mine plan as contemplated in the Pre-feasibility Study. Mineralized zones within which holes were terminated are planned for infill drilling at a later date from within the pit, in line with the eventual mine plan schedule defined by the Feasibility Study.
Drill assay results have been received from approximately 62% of the FS Drill Program completed to date, with results consistent with expectations. Overall, approximately 70% of the FS Drill Program has been completed, with the focus now on condemnation drilling. The remainder of the FS Drill Program is planned to re-start upon completion of the condemnation drilling and will further support an updated Mineral Resource model, in addition to future production geology planning, for the pending Feasibility Study. Following the recommendations from the Prefeasibility Study, geotechnical and hydrogeological drilling for the Feasibility Study have also been initiated and are advancing as per schedule.
Quality Assurance / Quality Control
Drilling completed between 2020 and 2026 was supervised by on-site Cactus Project personnel who prepared core samples for assay and implemented a full QA/QC program using blanks, standards, and duplicates to monitor analytical accuracy and precision. The samples were sealed on site and shipped to Skyline Laboratories in Tucson, AZ for analysis. Skyline’s sample prep, analytical methodologies, and quality control system complies with global certifications for Quality ISO9001:2008.
The scientific and technical information in this press release has been reviewed and verified by Allan Schappert – CPG #11758, who is independent of the Company and a qualified person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.
Links from the Press Release
Technical Report: https://arizonasonoran.com/projects/technical-reports/
Figures 1-4: https://arizonasonoran.com/projects/cactus-mine-project/press-release-images/
Table 1: https://arizonasonoran.com/site/assets/files/6602/2026-02-11_table_1_assays.pdf
Table 2: http://arizonasonoran.com/site/assets/files/6602/2026-02-11_table_2_collars.pdf
Neither the TSX nor the regulating authority has approved or disproved the information contained in this press release.
About Arizona Sonoran Copper Company (www.arizonasonoran.com | www.cactusmine.com)
ASCU is a copper exploration and development company with a 100% interest in the brownfield Cactus Project. The Project, on privately held land, contains a large-scale porphyry copper resource and a recent 2025 PFS 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.
Cautionary Statements regarding Forward-Looking Statements and Other Matters
Forward-Looking Statements
All statements, other than statements of historical fact, contained or incorporated by reference in this press release constitute “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “advance”, “anticipate”, “assumption”, “basis”, “become”, “believes”, “contemplated”, “contingencies”, “continuing”, “could”, “decision”, “define”, “develop”, “estimates”, “expects”, “eventual”, “factors”, “feasibility”, “focus”, “following”, “forward”, “further”, “future”, “goal”, “intent”, “later”, “long”, “looking”, “modelling”, “objectives”, “ongoing”, “opportunities”, “optimization”, “option”, “outlined”, “pending”, “phase”, “planned”, “potential”, “program”, “project”, “provide”, “readiness”, “risk”, “schedule”, “stage”, “study”, “subject to”, “to be”, “target”, “transition”, “upcoming”, and “will”, or variations of such words, and similar such words, expressions or statements that certain actions, events or results can, could, may, should, would, will (or not) be achieved, occur, provide, result or support in the future, or which, by their nature, refer to future events. In some cases, forward-looking information may be stated in the present tense, such as in respect of current matters that may be continuing, or that may have a future impact or effect. Forward-looking statements include those relating to future drilling and other work programs or work plans or workstreams (including the remaining FS Drill Program and other future drilling programs (including condemnation, geological, geotechnical, and hydrogeological drilling programs), the Feasibility Study, early development activities and operational readiness preparations) and the details, funding, timing, completion and results thereof (including any conversion or other definition of Mineral Resources resulting from the PFS Drill Program or any other drilling); Mineral Resources and Mineral Reserves generally which are estimates only (including Total Copper (or CuT) or other grade estimates), and any conversion, expansion or growth of such estimates, and any definition or realization thereof; results of the Pre-Feasibility Study (or PFS) and other ongoing and future technical studies for the Cactus Project (including any Feasibility Study or FS), and the continuation, completion, execution, results and the evaluation thereof, and opportunities, and implications of such studies (including any implementation thereof), and timing thereof; de-risking of the Cactus Project (including in respect of project financing and potential such financiers); mine plans; project financing and the advancement thereof (including related risk); and the Company’s objectives (including development of the Cactus Project, becoming 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, and any other continuing or future successes). Although the Company believes that such statements are reasonable, there can be no assurance that those forward-looking statements will prove to be correct, and any forward-looking statements by the Company are not guarantees of future actions, results or performance. Forward-looking statements are based on assumptions, estimates, expectations and opinions, which are considered reasonable and represent best judgment based on available facts, as of the date such statements are made. If such assumptions, estimates, expectations and opinions prove to be incorrect, actual and future results may be materially different than expressed or implied in the forward-looking statements. The assumptions, estimates, expectations and opinions referenced, contained or incorporated by reference in this press release which may prove to be incorrect include those set forth or referenced in this press release, as well as those stated in the Company’s Annual Information Form dated March 27, 2025 (the “AIF”), Management’s Discussion and Analysis (together with the accompanying financial statements) for the year ended December 31, 2024 and the quarters already ended and reported in 2025 (collectively, the “2024-25 Financial Disclosure”), and the Company’s other applicable public disclosure (including the PFS Technical Report and the Company’s press releases linked and/or referenced in this press release, collectively, “Company Disclosure”), all available on the Company’s website at www.arizonasonoran.com and under its issuer profile at www.sedarplus.ca. Forward-looking statements are inherently subject to known and unknown risks, uncertainties, contingencies and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties, contingencies and other factors include, among others, the accuracy of the Pre-Feasibility Study (or PFS) and any other ongoing and future technical studies (including any Feasibility Study (or FS)), and results and implications thereof (including Project scope, plans and economics) not being consistent with prior studies or any eventual actual results, or otherwise not meeting expectations; the FS Drill Program and other drilling programs not being delivering results consistent with prior programs, modelling or expectations, or being completed as planned; the accuracy of the Mineral Resource estimates including Mineral Reserve estimates for the Cactus Project (including related modelling) and the Company’s analysis thereof, and such estimates, modelling and analysis, not being consistent with prior or eventual actual results or otherwise not meeting expectations (including Total Copper or CuT grade or tonnages), and future Mineral Resource estimates and Mineral Reserve estimates (including related modelling) for the Cactus Project not being consistent with the Mineral Resource estimates and Mineral Reserve estimates (including related modelling) reported in and relied upon in the PFS (see also further cautionary statements below under the heading “Mineral Resource Estimates”) and/or new Mineral Resources or Mineral Reserves being defined consistent with the Company’s expectations or at all; the Company not having sufficient funds to complete the drilling or other work programs or work plans or workstreams as described in this press release, on time or at all; necessary financing (including project financing) not being available or secured on time and/or terms amenable to the Company or at all; having insufficient funds to execute drilling programs or other work programs or work plans or workstreams (including any early development activities or operational readiness preparations) as contemplated or at all, and such activities not delivering the results expected by the Company (including not achieving operational readiness as expected or at all); the negotiations between the Company and Nuton LLC, a Rio Tinto venture, regarding an early termination of the option to joint venture (or OTJV) between the parties being unsuccessful (including that any such termination and/or resulting definitive agreement (including the terms thereof) cannot be mutually agreed on an amicable and/or otherwise mutually satisfactory basis, or at all), and/or with no other certainty of outcome, and the potential negative implications thereof, associated costs and a negative outcome for the Company and its subsidiaries from any dispute and/or litigation relating to the OTJV, and resulting negative impacts on the Company’s share price and/or successful advancement of the Cactus Project on the currently anticipated timeline through to Feasibility Study (standalone or otherwise), project financing (on amenable terms or at all) and any eventual final investment decision for and construction of the Cactus Project, and the failure to realize any such objectives, on a basis consistent with the Company’s expectations or at all); and opportunities or objectives of the Company not being realized consistent with the Company’s expectations or at all, among other risks, uncertainties, contingencies and other factors, including the “Risk Factors” in the AIF, and the risks, uncertainties, contingencies and other factors identified in the 2024-25 Financial Disclosure and other Company Disclosure. The foregoing list of risks, uncertainties, contingencies and other factors is not exhaustive; readers should consult the more complete discussion of the Company’s business, financial condition and prospects that is provided in the AIF, the 2024-25 Financial Disclosure and other Company Disclosure. Although ASCU has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this press release (or as otherwise expressly specified) and ASCU disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements referenced or contained in this press release are expressly qualified by these Cautionary Statements as well as the Cautionary Statements in the AIF, the 2024-25 Financial Disclosure and other Company Disclosure.
Mineral Resource Estimates
Until mineral deposits are actually mined and processed, copper and other Mineral Resources (which include Mineral Reserves) must be considered as estimates only. Mineral Resource Estimates that are not classified as Mineral Reserves do not have demonstrated economic viability. The estimation of Mineral Resources (including Mineral Reserves) is inherently uncertain, involves subjective judgement about many relevant factors and may be materially affected by, among other things, environmental, permitting, legal, title, taxation, socio-political, marketing, or other known and unknown risks, uncertainties, contingencies and other factors described in the foregoing Cautionary Statements on Forward-Looking Statements. The quantity and grade of reported “Inferred” Mineral Resource Estimates are uncertain in nature and there has been insufficient exploration to define “Inferred” Mineral Resource Estimates as an “Indicated” or “Measured” Mineral Resource and it is uncertain if further exploration will result in upgrading “Inferred” Mineral Resource Estimates to an “Indicated” or “Measured” Mineral Resource category. Inferred Mineral Resource Estimates may not form the basis of feasibility or pre-feasibility studies or economic studies except for preliminary economic assessments. The accuracy of any Mineral Resource Estimate (including Mineral Reserves) is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological interpretation, which may prove to be unreliable and depend, to a certain extent, upon the analysis of drilling results and statistical inferences that may ultimately prove to be inaccurate. It cannot be assumed that all or any part of a “Inferred”, “Indicated” or “Measured” Mineral Resource Estimate will ever be upgraded to a higher category including a Mineral Reserve. The Mineral Resource Estimates (including Mineral Reserves) declared by the Company were estimated, categorized and reported using standards and definitions in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves (the “CIM Standards”) in accordance with National Instrument 43-101 of the Canadian Securities Administrators (“NI 43-101”), which governs the public disclosure of scientific and technical information concerning mineral projects.
U.S. Readers
The terms “Mineral Reserve”, “Proven Mineral Reserve”, “Probable Mineral Reserve”, “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource”, and “Inferred Mineral Resource”, as disclosed by the Company are Canadian mining terms defined in the CIM Standards (collectively, the “CIM Definitions”) in accordance with NI 43-101. NI 43-101 establishes standards for all public disclosure that a Canadian issuer makes of scientific and technical information concerning mineral projects. These Canadian standards differ from the requirements of the United States Securities and Exchange Commission (the “SEC”) applicable to United States domestic and certain foreign reporting companies under Subpart 1300 of Regulation S-K (“S-K 1300”). Accordingly, information describing Mineral Resource Estimates (including Mineral Reserves) for the Cactus Project may not be comparable to similar information publicly reported in accordance with the applicable requirements of the SEC, and so there can be no assurance that any Mineral Resource Estimate (including Mineral Reserves) for the Cactus Project would be the same had the estimates been prepared per the SEC’s reporting and disclosure requirements under applicable United States federal securities laws, and the rules and regulations thereunder, including but not limited to S-K 1300. Further, there is no assurance that any Mineral Resource Estimate or Mineral Reserve Estimate that the Company may report under NI 43-101 would be the same had the Company prepared such estimates under S-K 1300.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260211655358/en/
Alison Dwoskin, Vice President, Investor Relations
647-233-4348
adwoskin@arizonasonoran.com
George Ogilvie, President, CEO and Director
416-723-0458
gogilvie@arizonasonoran.com
Original: Arizona Sonoran Advances FS Drill Program and Updated Mineral Resource Modelling, Including Definition of a “Measured” Zone in the Parks/Salyer Starter Pit
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