Toronto, Ontario–(Newsfile Corp. – June 22, 2026) – Arizona Eagle Mining Corp. (TSXV: AZEM) (the “Company” or “Arizona Eagle“) announces that its board of directors (the “Board“) has granted incentive stock options (the “Options“) and restricted share units (the “RSUs“, and together with the Options, the “Awards“) to certain directors, officers and consultants of the Company, and has adopted a new omnibus equity incentive plan (the “Omnibus Plan“), as described below.
The Board has adopted the Omnibus Plan, effective June 19, 2026, which provides for the grant of options, restricted share units, deferred share units and performance share units to eligible directors, officers, employees, management company employees and consultants of the Company. The Omnibus Plan is a “rolling” plan under which the aggregate number of common shares of the Company (the “Common Shares“) issuable under the Omnibus Plan may not exceed 10% of the issued and outstanding Common Shares from time to time, inclusive of Common Shares reserved for issuance under the Company’s existing stock option plan (the “Option Plan“). The adoption of the Omnibus Plan is subject to acceptance by the TSX Venture Exchange (the “TSXV“) under Policy 4.4 – Security Based Compensation (“TSXV Policy 4.4“) and disinterested shareholder approval, which will be sought at the Company’s next meeting of shareholders.
Under, and in accordance with the terms of, the Option Plan, the Company has granted an aggregate of 1,625,000 Options to directors, officers and consultants of the Company. Each Option is exercisable to purchase one Common Share at an exercise price of $1.10 per Common Share for a period of five years, expiring on June 19, 2031, and will vest as to one-third on each of the date of grant, the first anniversary of the date of grant and the second anniversary of the date of grant. The closing price of the Common Shares on the TSXV on the date of grant was $1.06, and the five-day volume weighted average price of the Common Shares was $1.086. As the Option Plan has previously been accepted by the TSXV and approved by the Company’s shareholders, the grant of the Options is not subject to further shareholder approval.
Under the Omnibus Plan and pursuant to TSXV Policy 4.4, the Company has also conditionally granted an aggregate of 1,000,000 RSUs to the Chief Executive Officer of the Company, vesting as to 500,000 RSUs on the first anniversary of the date of grant and 250,000 RSUs on each of the second and third anniversaries of the date of grant. The RSUs may not be settled or paid, and no Common Shares may be issued in respect thereof, unless and until the Omnibus Plan has been accepted by the TSXV and approved by disinterested shareholders of the Company.
Capital Markets Advisory Engagement
The Company also announces that it has entered into a consulting agreement (the “Consulting Agreement“) with Domestique Capital Corporation (the “Consultant“), effective June 22, 2026, pursuant to which the Consultant has been engaged to provide capital markets advisory and investor relations services to the Company. The Consultant is a Toronto, Ontario-based capital markets advisory firm, and Wayne Phipps, its President, will act as the principal providing the services. The Consultant deals at arm’s length with the Company, is not an insider of the Company and, to the knowledge of the Company, has no direct or indirect interest in the securities of the Company, nor any right or intent to acquire any such interest.
The Consulting Agreement has a term of six months commencing on the effective date. In consideration for the services, the Company will pay the Consultant a cash fee of $5,000 plus applicable taxes per month, payable monthly from the Company’s working capital, together with the reimbursement of reasonable and documented out-of-pocket expenses, for anticipated total cash fees of approximately $30,000 plus applicable taxes over the term, exclusive of reimbursable expenses. No securities of the Company are issuable to the Consultant under the Consulting Agreement. The engagement is subject to acceptance by the TSXV, and each principal and/or key employee of the Consultant who will provide the services will file the requisite personal information form with the TSXV.
About Arizona Eagle Mining Corp.
Arizona Eagle is a mineral exploration company focused on the acquisition, exploration and development of mineral properties. Arizona Eagle’s principal asset is the Eagle Project (the “Eagle Project“), a 4,169-acre property comprised of patented and unpatented claims located near the town of Prescott Valley in Yavapai County, Arizona. The Eagle Project is centered on the past-producing McCabe Mine, a high-grade gold-silver deposit, and includes multiple parallel structures hosting past-producing mines that remain largely untested by modern drilling. Arizona Eagle also continues to own Core Nickel Corp.’s legacy land portfolio in the Thompson Nickel Belt of northern Manitoba.
For Further Information
For further information, please contact:
Kevin Reid
Chief Executive Officer and Director
Email: kreid@arizonaeaglemining.com
https://www.arizonaeaglemining.com/
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Any statements that are not statements of historical fact may be deemed to be forward-looking statements, which are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends”, “expects” and similar expressions. More particularly and without limitation, this news release contains forward-looking statements concerning: the adoption of the Omnibus Plan; the grant, vesting, exercise, settlement and payment of the Awards; the number of Common Shares reserved for issuance under the Omnibus Plan and the Option Plan; the entering into of the Consulting Agreement and the anticipated benefits thereof; and the receipt of all necessary approvals, including the acceptance of the TSXV and the approval of the shareholders of the Company.
Forward-looking statements are inherently uncertain, and actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including: expectations and assumptions concerning the timely receipt of all required regulatory and shareholder approvals; the ability of the Company to obtain TSXV acceptance and shareholder approval of the Omnibus Plan and the Awards granted thereunder on the proposed terms or at all; and the ability of the Company to retain and incentivize its directors, officers, employees and consultants. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this news release are made as of the date of this news release and are expressly qualified by the foregoing cautionary statement. Except as expressly required by applicable securities law, the Company does not undertake any obligation to publicly update or revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
