Arizona Gold & Silver Inc. Closes $18m Financing with Institutional Investors Sorbie Bornholm LP and Sorbie Investments LLP

(TheNewswire)

Vancouver, British Columbia –TheNewswire - June 1, 2026 – Arizona Gold & SilverInc.?(“Arizona” or the “Company”) (TSXV: AZS) (OTCQB: AZASF)is pleased to announce the closing of itspreviously announced financing with two arm’s length institutionalinvestors, Sorbie Bornholm LP and Sorbie Investments LLP (together,the “Investors”) for aggregate proceeds of CDN$18,000,000 (the“Offering”) at a price of $0.80 per unit (“Unit”).

Each Unit is comprised of one (1) common share andone-half (1/2) common share purchase warrant. Each full warrant isexercisable for a period of three (3) years. A total of 11,250,000 warrantswill be issued, with 5,625,000 warrants issued upon closing andexercisable at $1.00, and the remainder issued according to themonthly release schedule and priced at a 20% premium to the 20-dayVWAP at the time of issuance.

Pursuant to the terms and conditions of a SharingAgreement (as defined and described below) and other supportingagreements between the parties, the proceeds have been structured asfollows:

• The Investors have committed $18,000,000, fundedvia cash or portfolios of UK government bonds deposited under an ISDACredit Support Annex. 

• The Company will issue 22,500,000 Units uponclosing, with shares and warrants delivered in accordance with certainsettlement procedures. Specifically, the shares to be issued by theCompany at closing will bear a legend that sets out scheduled monthlyreleases for the shares (shares while covered by such legends, theRestricted Shares”), which releases will be based upon proof of cash beingreleased to the Company in accordance with the Sharing Agreement. 

• The Restricted Shares will be subject to a voting trustagreementwhich provides that the RestrictedShares will not be entitled to voting rights in the Company until therestrictions that apply to them have been removed in accordance withthe Sharing Agreement. 

• All securities issued under the initial tranche of theOffering will be subject to a hold period of four months and one dayfrom the closing date 

• Over a 24-monthperiod, the economic benefits of the proceedswill be realized through monthly settlements based on the Company’smarket price. 

• Sorbie Bornholm LP will invest$10,000,000 for 12,500,000 Units, andSorbie Investments LLP willinvest $8,000,000 for 10,000,000 Units 

The proceeds from the financing will be used for thepurposes of advancing the Company’s Philadelphia and Silvertonproperties, and for general working capital.

Whitney Kofford, Managing Director, and Greg Kofford,Founder and CEO of Sorbie Bornholm, visited the Philadelphia Projecton April 19, 2026 along with Arizona Gold & Silver President andCEO Mike Stark, Senior Vice President of Exploration Dr. Lex Lambeck,and Marc Stengel, Project Geologist.

Mike Stark commented on the site visit:

“Whitney and Greg joined our team for a site visit onApril 19th and they were highly encouraged. We provided valuableperspective on the vast, largely unexplored scale of the Philadelphiaproperty. They were fortunate to observe Hole 166 in progress,arriving just as drilling entered the target zone. The timing offereda meaningful, real-time view of our operations. I believe they cameaway impressed with our team's execution and the level ofdetailed planning that has gone into, and will continue to guide, ourdeployment of this $18,000,000 in growth capital across both thePhiladelphia and Silverton properties.”

Whitney Kofford, Managing Director of Sorbie Bornholm,reflected on the site visit:

"Standing at the drill site and spending time withMike, Lex, Marc, and the local team was invaluable. This is exactlywhy Greg and I get on planes and travel as much as we do. Investorscan read a technical report, a corporate deck, or a news release adozen times and still not understand why a company may haveremarkable potential. Mike and his team knowexactly what they have. In particular, I was impressed to learn thatMarc has spent many years exploring and drilling the Philadelphiaproperty. All too often, important data is lost due to peopleturnover, but Marc has dedicated a large portion of his career to thisarea.

Between Mike’s vision for the company, Lex’s expertexecution plan, and Marc’s intimate knowledge of the area, we leftthe Philadelphia property confident in this new investment and excitedto see what potential the property holds.”

SHARING AGREEMENT

The Units issued under the Offering will be subject toa sharing agreement between Sorbie Bornholm LP and the Company (the“Sharing Agreement”). The Sharing Agreement provides that theCompany’s economic interest will be determined in 24 monthly settlement tranches as measured against the Benchmark Price (as defined herein).If, at the time of settlement, the Settlement Price (determinedmonthly based on a volume-weighted average price for 20 trading daysprior to the settlement date) (the “Settlement Price”) exceeds thebenchmark price of $1.0667 (the “Benchmark Price”), theCompany shall receive more than 100% of the monthly settlement due, ona pro-rata basis. There is no upper limit placed on the additionalproceeds receivable by the Company as part of the monthly settlements.If, at the time of settlement, the Settlement Price is below theBenchmark Price, the Company will receive less than 100% of themonthly settlement due on a pro-rata basis. In no event will a declinein the Settlement Price result in an increase in the number of sharesbeing issued to the Investor. The Sharing Agreement is supported by anISDA Credit Support Annextotaling $18,000,000, with monthly releasesdelivered to the Company in cash.

As part of the TSX Venture Exchange (“TSXV”) approval ofthe Offering, the Company shall be required to file a privateplacement submission through the TMX LINX portal within three (3)business days from the date that the Company receives the monthlysettlement notice from the Investor. The TMX LINX submission mustinclude the following requirements:  

• A final TSXV Form 4B detailing the cash release fromescrow and the corresponding number of Restricted Shares released fromapplicable restrictions (as described above), and confirming thenumber and details of the warrants issued from the Company’streasury;   

• A copy of the Investor’s settlement notice;  

• A copy of the Company’s news release that disclosesthe details of the settlement; and   

• The applicable TSXV fee.  

About Sorbie Bornholm LP (https://sorbiebornholm.com/)

Sorbie Bornholm is a global investment firm built onpartnership, innovation, and shared success. For over 25 years,Founder and CEO Greg Kofford and his team have provided strategicfunding to listed micro, small, and mid-cap growth companies ready toexpand to their next stage.

In segments often overlooked by traditional institutions, access toreliable capital is limited. Sorbie was built to bridge that gap.Sorbie partners closely with management teams to deliver long-termcapital solutions through a unique Sharing Agreement. This modelsupports operational stability, responsible growth, and sharedoutcomes by giving Issuers the opportunity to receive additional,non-dilutive capital to further accelerate their growth.

Sorbie is committed to developing enduring relationships with selectpublic companies and their brokers and advisers. Providing supportive,longer-term capital and the opportunity for shared upside ensures allstakeholders succeed together.

About Arizona Gold &Silver

Arizona Gold & Silver Inc. is a leading explorationcompany focused on uncovering precious metal resources in Arizona andNevada. With a commitment to sustainable practices and innovativeexploration techniques, the company aims to drive value forstakeholders while prioritizing environmental stewardship. Theflagship asset is the Philadelphia gold-silver property where theCompany is drilling off an epithermal gold-silver system ahead of aninitial 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 norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.

CAUTION CONCERNING FORWARD-LOOKINGSTATEMENTS

This news release includes certain forward-lookingstatements or information. All statements other than statements ofhistorical fact included in this release are forward-lookingstatements that involve various risks and uncertainties.Forward-looking statements in this news release include statements inrelation to the timing, cost and other aspects of the 2026 explorationprogram; the potential for development of the mineral resources; thepotential mineralization and geological merits of the explorationproperties; the anticipated uses of the proceeds from the financingdescribed in this press release; and other future plans, objectives orexpectations of the Company. There can be no assurance that suchstatements will prove to be accurate and actual results and futureevents could differ materially from those anticipated in suchstatements. Important factors that could cause actual results todiffer materially from the Company’s plans or expectations includethe risk that actual results of current and planned explorationactivities, including the results of the Company’s 2026 drillingprogram(s) on its properties, will not be consistent with theCompany’s expectations; the geology, grade and continuity of anymineral deposits and the risk of unexpected variations in mineralresources, grade and/or recovery rates; fluctuating metals prices;possibility of accidents, equipment breakdowns and delays duringexploration; exploration cost overruns or unanticipated costs andexpenses; uncertainties involved in the interpretation of drillingresults and geological tests; availability of capital and financingrequired to continue the Company’s future exploration programs andpreparation of geological reports and studies; delays in thepreparation of geological reports and studies; the metallurgicalcharacteristics of mineralization contained within the explorationproperties are yet to be fully determined; general economic, market orbusiness conditions; competition and loss of key employees; regulatorychanges and restrictions including in relation to required permits forexploration activities (including drilling permits) and environmentalliability; timeliness of government or regulatory approvals; and otherrisks detailed herein and from time to time in the filings made by theCompany with securities regulators. In connection with theforward-looking information contained in this news release, theCompany has made numerous assumptions, including that the Company’s2026 programs would proceed as planned and within budget. The Companyexpressly disclaims any intention or obligation to update or reviseany forward-looking statements whether as a result of new information,future events or otherwise, except as otherwise required by applicablesecurities legislation.

Copyright (c) 2026 TheNewswire - All rights reserved.