Arizona Gold & Silver closes $12 million CAD strategic investment from 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$23 2 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).