Arizona Gold & Silver Closes $12 million CAD Strategic Investment by Evolution Mining

Vancouver, British Columbia – TheNewswire - August 20, 2026 – Arizona Gold & Silver Inc. (“Arizona” or the “Company”) (TSXV: AZS) (OTCQB: AZASF) is pleased to announce that it has closed its previously announced non-brokered strategic private placement with Evolution Mining Gold Operations Ltd. (“Evolution”), a wholly owned subsidiary of Evolution Mining Limited (“Evolution Mining”) pursuant to which Evolution has acquired 15,056,004 units of the Company (each a “Unit”),  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.

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 holds approximately 9.9% equity interest in the Company on a non-diluted basis as a result of the closing 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.

Investor Rights Agreement

The Company and Evolution have entered into an investor rights agreement (the “Investor Rights Agreement”), pursuant to which, 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 TSX Venture Exchange has conditionally approved the Investment. 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. The Investment is subject to the final approval of the TSX Venture Exchange.

Early Warning Disclosure

Immediately prior to the Investment, Evolution did not beneficially own or control any Common Shares or other securities of the Company. Following completion of the Investment, Evolution beneficially owns and controls 15,056,004 Common Shares and 7,528,002 Warrants, representing approximately 9.9% of the issued and outstanding Common Shares on a non-diluted basis, and 14.1% of the Common Shares, on a partially-diluted basis (assuming the exercise in full of the Warrants held by Evolution only, in accordance with their terms).

This press release and Evolution’s corresponding early warning report (the “Early Warning Report”) which is expected to be filed on SEDAR+ in the near term, constitutes the required disclosure pursuant to section 5.2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (“NI 62-104”). The requirement to file an early warning report was triggered by Evolution’s acquisition of Units as part of the Investment.

Evolution acquired the Units for investment purposes. Evolution will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on its evaluation of these and other factors, Evolution may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over securities of the Company through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in (a) through (k) of item 5 of Form F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues. Evolution may also exercise the board rights granted to it pursuant to the Investor Rights Agreement in order to nominate a director to the Company’s Board of Directors.

The Early Warning Report that will be filed on SEDAR+ in respect of the Investment will satisfy the requirement of section 5.2 of NI 62-104 to have the Early Warning Report filed by an acquiror, in this case by Evolution, with the securities regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer and which contains the information with respect to the foregoing matters and the information required by section 3.1 of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which includes the information required by Form 62-103F1 - Required Disclosure under the Early Warning Requirements.

A copy of the Early Warning Report filed by Evolution in connection with the Investment will be available under Evolution’s profile on the SEDAR+ website at https://www.sedarplus.ca/home/.

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 receipt of all required TSX Venture Exchange approval; the rights of Evolution under the Investor Rights Agreement; 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; other future plans, objectives or expectations of the Company; Evolution’s future intentions with respect to its ownership of securities of the Company, including the possibility that Evolution may increase or decrease its direct or indirect ownership, control or direction over securities of the Company; and the possible exercise of Evolution’s rights under the Investor Rights Agreement, including board nomination rights. 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/Unit

2  Based on Evolution Mining closing share price of A$13.680 on 19 Aug 2026, at an assumed AUD/CAD of A$1:C$0.9839

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