Arizona Metals Corp.

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, except Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the “ U.S. ” or the “ United States ”) and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, a U.S. person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act (a “ U.S. Person ”)) except pursuant to an exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States or to, or for the account or benefit of, U.S. Persons. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in each of the provinces of Canada, except Quebec. Copies of the documents incorporated herein by reference may be obtained on request without charge from the President and Chief Executive Officer of Arizona Metals Corp, at 66 Wellington Street West, Suite 4100, Toronto, Ontario, M5K 1B7 (telephone: 416-565-7689), and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue and Secondary Offering

October 28, 2021

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$45,050,000 10,600,000 Common Shares $4.25 per Common Share

This short form prospectus (the “ Prospectus ”) qualifies the distribution of 10,600,000 common shares (the “ Offered Shares ”) in the capital of Arizona Metals Corp. (“ AMC ” or the “ Company ”) (the " Offering ") of which 7,500,000 Offered Shares (the " Treasury Shares ") are being issued and sold by the Company from treasury (the " Treasury Offering ") and an aggregate of 3,100,000 Offered Shares (the " Secondary Shares ") are being sold by Paul Reid, Marc Pais and Colin Sutherland (the " Selling Shareholders ") at a price of $4.25 per Offered Share (the " Offering Price "), See “ Plan of Distribution ”.

The Offering is being underwritten by a syndicate of underwriters co-led by Stifel Nicolaus Canada Inc. (" Stifel GMP ") and Clarus Securities Inc. (" Clarus " and collectively with Stifel GMP, the " Co-Lead Underwriters ") and including Beacon Securities Limited (together with the Co-Lead Underwriters, the “ Underwriters ”). The Underwriters have agreed to purchase the Offered Shares qualified under this Prospectus from the Company and the Selling Shareholders, subject to the terms and conditions set forth in an underwriting agreement dated October 28, 2021 among the Company, the Selling Shareholders and the Underwriters (the " Underwriting Agreement ").

The common shares of the Company (the “ Common Shares ”) are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “ AMC ” and on the OTCQX Marketplace (the “ OTCQX ”) under the symbol “ AZMCF ”. On October 21, 2021, the last trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSXV and the OTCQX was $4.55 and US$3.75 respectively. On October 27, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV and the OTCQX was $4.25 and US$3.45, respectively. The Company has applied to list the Treasury Shares (including the Treasury Shares issuable on exercise of the Over-Allotment Option (as defined below)) distributed under this Prospectus on the TSXV. See “ Plan of Distribution ”.

Per Offered Share Per Offered Share (president's list) Total Offering(4) ........................................................................................................................	Price to the Public Underwriters’ Fee(1) Net Proceeds to the Company(2) Net Proceeds to the Selling Shareholders(3)
	$4.25 $0.255 $3.995 $3.995 $4.25 $0.1275 $4.1225 $4.1225 $45,050,000 $2,553,000 $30,112,500 $12,384,500

Notes:

(1) Pursuant to the Underwriting Agreement, the Company has agreed to pay to the Underwriters a cash commission of 6.0% of the gross proceeds of the Offering (the “ Underwriters’ Fee ”) (including in respect of any Over-Allotment Shares (as defined below), subject to a reduced Underwriters’ Fee of 3% for up to $5,000,000 of Offered Shares sold by the Underwriters to certain investors on the president’s list (the “ President’s List ”). As additional compensation, the Company has agreed to issue to the Underwriters such number of non-transferable compensation options (the “ Compensation Options ”) as is equal to 3% of the aggregate number of Treasury Shares sold under the Offering, including any Over-Allotment Shares. Each Compensation Option will be exercisable into one Common Share (each, an “ Underwriters’ Share ”) at an exercise price of $4.25 per Underwriters’ Share for a period of 12 months following the Closing Date (as defined below).. This Prospectus qualifies the distribution of the Compensation Options. See “ Plan of Distribution ”.
(2) After deducting the Underwriters’ Fee but before deducting the expenses of the Offering, which are estimated to be approximately $300,000, which, together with the Underwriters’ Fee, will be paid from the gross proceeds of the Offering.
(3) After deducting the Selling Shareholders’ pro rata shares of the Underwriters’ Fee, which will be paid from the gross proceeds of the Offering. See " Selling Shareholders ".
(4) The Company has agreed to grant the Underwriters an over-allotment option (the " Over-Allotment Option ") to purchase up to an additional 1,125,000 Common Shares (the " Over-Allotment Shares ") under the Treasury Offering, representing 15% of the number of Treasury Shares sold under the Treasury Offering at the Offering Price, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the closing of the Offering to cover over-allotments, if any, and for market stabilization purposes. If this option is exercised in full, an additional $4,781,250 in gross proceeds will be raised pursuant to the Treasury Offering and the aggregate gross proceeds of the Treasury Offering will be $36,656,250. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” ,“Net Proceeds to the Company” and “Net Proceeds to the Selling Shareholders” will be $49,831,250, $2,839,875, $34,606,875 and $12,384,500, respectively (after deducting the Underwriters’ Fee but before deducting the expenses of the Offering), This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “ Plan of Distribution ”.

The following table sets out the number of securities that may be issued by the Company pursuant to the Compensation Options and the Over-Allotment Option:

	Maximum Size or
Underwriters’ Position	Number of Securities	Exercise Period	Exercise Price
	Available(1)
Over-Allotment Option	Up to 1,125,000 Over-	Exercisable until 30 days	$4.25 per Over-Allotment
	Allotment Shares	following the Closing	Share
		Date
Compensation Options(1)	Up to 225,000	Exercisable for a period	$4.25 per Underwriters’
	Underwriters’ Shares	of 12 months following	Share
		the Closing Date

(1) If the Over-Allotment Option is exercised in full for 1,125,000 Over-Allotment Shares, the total “Maximum Number of Securities Available will be 258,750 Underwriters’ Shares.

Unless the context otherwise requires, when used herein, all references to the “Offering” and “Offered Shares” include the Over-Allotment Shares issuable upon exercise of the Over-Allotment Option.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to the prior sale, if, as and when issued, sold and delivered by the Company or sold by the Selling Shareholders and accepted by the Underwriters in accordance with the conditions of the Underwriting Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Company and the Selling Shareholders by WeirFoulds LLP and

on behalf of the Underwriters by Miller Thomson LLP. The Offering Price and the other terms of the Offering were determined by negotiation between the Company, the Selling Shareholders and the Co-Lead Underwriters, on their own behalf and on behalf of the Underwriters.

Subject to applicable laws in connection with the Offering, the Underwriters may over-allot or effect transactions intended to stabilize or maintain the market price of the Offered Shares at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made reasonable efforts to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the proceeds received by the Company. See “ Plan of Distribution”.

Subscriptions for Offered Shares will be received subject to rejection or allotment, in whole or in part, and the right is reserved to close the subscription books at any time without notice. The Offered Shares shall be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of the receipt for the (final) short form prospectus by the applicable securities commissions. The closing of the Offering is expected to take place on or about November 12, 2021 or on such other date as may be agreed to by the Company and the Co-Lead Underwriters, for and on behalf of the Underwriters (the “ Closing Date ”).

The Offering will be conducted under the book-based system in the Canadian jurisdictions where the Offered Shares are being sold. A subscriber in a Canadian jurisdiction where the Offered Shares are being sold who purchases Offered Shares will receive a customer confirmation from the registered dealers through which Offered Shares are purchased and who is a CDS Clearing and Depositary Services Inc. (“ CDS ”) depositary-service participant. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased them in accordance with the book-based system. Beneficial owners of Offered Shares will not, except in certain limited circumstances as required by law, including, but not limited to, certain securities offered or sold to purchasers in the United States or who are U.S. Persons, be entitled to receive physical certificates evidencing their ownership of Offered Shares. See " Plan of Distribution ".

Prospective investors should rely only on the information contained or incorporated by reference in this Prospectus. The Company, the Selling Shareholders and the Underwriters have not authorized anyone to provide prospective investors with information different from that contained or incorporated by reference in this Prospectus. The Underwriters are offering to sell and seeking offers to buy the Offered Shares only in jurisdictions where, and to persons to whom, offers and sales are lawfully permitted. Readers should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the cover page of this Prospectus .

Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding or disposing of the Offered Shares.

David S. Smith, Vice President of Exploration of the Company, and Mr. Scott Close, an expert providing a consent under Part 10 of National Instrument 41-101 – General Prospectus Requirements (“ NI 41-101 ”) each resides outside of Canada. Mr. Smith and Mr. Close have each appointed the Company as their agent for service of process at its head office located at: 66 Wellington Street West, Suite 4100, Toronto, Ontario, M5K 1B7.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

Certain legal matters in connection with the Offering are being reviewed on behalf of the Company by WeirFoulds LLP and on behalf of the Underwriters by Miller Thomson LLP.

The registered and head office of the Company is located at 66 Wellington Street West, Suite 4100, Toronto, Ontario, M5K 1B7.

iii

The Company has not authorized anyone to provide purchasers with information different from that contained or incorporated by reference in this Prospectus. An investment in the securities of the Company is highly speculative and involves significant risks that should be carefully considered by prospective investors before purchasing such securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein should be carefully reviewed and considered by prospective investors in connection with an investment in such securities. See “Risk Factors” and “Cautionary Statement Regarding Forward Looking Information”, and the information under the heading “Risk Factors” in the Annual Information Form (as defined herein).

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ABOUT THIS PROSPECTUS ...................................................................................................................................... 1 EXCHANGE RATE INFORMATION ......................................................................................................................... 1 FORWARD-LOOKING STATEMENTS ..................................................................................................................... 1 SCIENTIFIC AND TECHNICAL INFORMATION .................................................................................................... 3 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 3 MARKETING MATERIALS ....................................................................................................................................... 5 ELIGIBILITY FOR INVESTMENT............................................................................................................................. 5 THE COMPANY .......................................................................................................................................................... 5 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 7 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ....................................................................................... 8 PLAN OF DISTRIBUTION .......................................................................................................................................... 8 SELLING SHAREHOLDERS .................................................................................................................................... 12 USE OF PROCEEDS .................................................................................................................................................. 12 PRIOR SALES ............................................................................................................................................................ 16 TRADING PRICE AND VOLUME ........................................................................................................................... 18 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................................................. 19 RISK FACTORS ......................................................................................................................................................... 22 LEGAL MATTERS .................................................................................................................................................... 24 AUDITORS AND TRANSFER AGENT AND REGISTRAR ................................................................................... 24 INTERESTS OF EXPERTS ........................................................................................................................................ 24 AGENT FOR SERVICE OF PROCESS ..................................................................................................................... 25 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .......................................................................... 25 CERTIFICATE OF THE COMPANY ..................................................................................................................... - 1 - CERTIFICATE OF THE UNDERWRITERS .......................................................................................................... - 2 - CERTIFICATE OF THE PROMOTERS ................................................................................................................. - 3 -

ABOUT THIS PROSPECTUS

Market and Industry Data

Certain information contained in this Prospectus or in documents incorporated herein by reference concerning the Company’s industry and the markets in which it operates or seeks to operate may be based on information from third party sources, industry reports and publications, websites and other publicly available information and information available for purchase, and management studies and estimates using data from market research and industry analysis and on assumptions based on data and knowledge of the Company’s industry which the Company believes to be reasonable. The Company’s internal research and assumptions have not been verified by any independent source, and the Company has not independently verified any third party information. While the Company believes such third party information to be generally reliable, such information and estimates are inherently imprecise. In addition, projections, assumptions and estimates of the Company’s future performance or the future performance of the industry and markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in this Prospectus and in the Annual Information Form (as defined herein) under “Risk Factors”.

EXCHANGE RATE INFORMATION

All references to “$”, “C$” or “Canadian dollars” included or incorporated by reference into this Prospectus refer to values denominated in Canadian dollars. All references to “US$” or “United States dollars” are used to indicate United States dollar values.

The daily indicative average rate of exchange for one (1) United States dollar expressed in Canadian dollars on October 27, 2021 as reported by the Bank of Canada was US$1.00 = C$1.2358.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus and the documents incorporated by reference herein constitute forward-looking information within the meaning of applicable securities laws (“ forward-looking statements ”). In some cases, forward-looking information can be identified by such terms as “outlook”, “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, “objectives”, or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this Prospectus and in the documents incorporated by reference herein include, but are not limited to, statements with respect to the use of proceeds of the Offering and the timing thereof, the milestones necessary to achieve the Company’s business objectives and the timing thereof, including those relating to the Sugarloaf Peak property located in La Paz County, Arizona, U.S. (the “ Sugarloaf Peak Project ”) and the Kay Mine property located in Yavapai County, U.S. (the “ Kay Mine Project ”), the Company’s business strategy including its plans with respect to the continued development of the Sugarloaf Peak Project and the Kay Mine Project, budgets, expansion plans including its plan to acquire, explore and develop such other mineral rights and properties as management or the board of directors of the Company may from time to time determine have potential, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Company, amounts and use of available funds, anticipated developments in operations in future periods, the adequacy of financial resources and the availability of additional financing as required, the costs and timing of development of the Company’s business, including the Sugarloaf Peak Project and the Kay Mine Project, the costs, timing and receipt of approvals, consents and permits under applicable legislation, and the ability to satisfy their terms and conditions including under environmental laws and executive compensation approaches and practices.

Although the forward-looking statements contained in this Prospectus and in the documents incorporated by reference herein are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. In addition to those described in the Annual Information Form, specific assumptions on which material forwardlooking information is based include that the market for mineral resources does not decline, that the Company is able to obtain necessary permitting, and that the Company is able to complete planned capital projects in the estimated

timeframes. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, that may cause the Company’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the risk factors contained in the Company’s filings with securities regulators, including the Company’s Annual Information Form and Management’s Discussion and Analysis (as defined herein) that are incorporated by reference in this Prospectus.

Some of the risks the Company faces and the uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to:

the Company’s ability to manage its capital and balance its overall capital structure;
the Company being subject to significant capital requirements and operating risks associated with its operations and its portfolio of growth projects;
the Company being able to generate sufficient cash flow and/or being able to utilize available financing sources to finance its growth and sustain capital requirements, which may be dilutive to existing shareholders;
any delays as to when the Company’s projects are completed and are producing on a commercial and consistent scale;
any failure of production equipment, any prolonged downtime or shutdowns at the Company’s mining or processing operations, or industrial accidents, as well as other potential issues such as actual ore mined varying from estimates of grade or tonnage, metallurgical or other characteristics, interruptions in or shortages of electrical power or water, shortages of required inputs, labour shortages or strikes, restrictions or regulations imposed by government agencies or changes in the regulatory environment;
an increase in the capital costs of the Company;
risks specific to the mining and metals industry, including, but not limited to, environmental hazards, tailings risks, industrial accidents, labour disputes, changes in laws, technical difficulties or failures, late delivery of supplies or equipment, unusual or unexpected geological formations or pressures, cave-ins, pit-wall failures, rock falls, unanticipated ground, grade or water conditions, flooding, periodic or extended interruptions due to the unavailability of materials and force majeure events;
any future price decline of gold;
mining and processing risks;
uncertainties inherent in estimating mineral reserves and mineral resources;
the Company’s ability to receive and maintain licenses, permits and approvals from appropriate governmental authorities with respect to operating, processing, development and exploration activities;
the Company’s dependence on the Sugarloaf Peak Project and the Kay Mine Project;
the Company’s operations being subject to hazards such as equipment failure or slope failure of historic tailings or stockpile disposal areas, which may result in environmental pollution and consequent liability;
the Company’s ability to enforce its rights with respect to its projects;
COVID-19 and its effect on the Company’s business; and
the Company not being able to achieve or maintain profitability and continuing to incur significant losses in the future.

Some of these risks and other factors are discussed in more detail in the section entitled “Risk Factors” herein. When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking statements prove incorrect, actual results might vary materially from those anticipated in the forward-looking statements.

The risks factors incorporated by reference in this Prospectus are not an exhaustive list of the factors that may affect the actual result of any forward-looking statement made by the Company. The forward-looking statements made in this Prospectus and in the documents incorporated by reference herein relate only to events or information as of the date on which the statements are made in this Prospectus or the respective date of the applicable document incorporated by reference herein. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

SCIENTIFIC AND TECHNICAL INFORMATION

Certain scientific and technical information related to the Kay Mine Project is supported by the technical report entitled “NI 43-101 Technical Report, Kay Mine Project, Yavapai County, Arizona, USA”, dated June 23, 2021 (the “ Kay Mine Technical Report ”) prepared by Highlands Geoscience LLC. The “Qualified Person”, responsible for the Kay Mine Technical Report is David S. Smith, MS, MBA, CPG, of Highlands Geoscience LLC and a consultant and VicePresident of Exploration for the Company. Certain scientific and technical information related to the Sugarloaf Peak Gold Project is based on the technical report entitled “NI 43-101 Technical Report on the Sugarloaf Peak Gold Project La Paz County, Arizona”, dated June 16, 2021, (the “ Sugarloaf Peak Technical Report ” and, together with the Kay Mine Technical Report, the “ Technical Reports ”) prepared by Highlands Geoscience LLC and Ethos Geological LLC. The Qualified Persons responsible for the Sugarloaf Peak Technical Report are David S. Smith, MS, MBA, CPG, of Highlands Geoscience LLC and Vice-President of Exploration for the Company, and Scott Close, MSc, PGeo, of Ethos Geological LLC. Mr. Smith is not an “independent” “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”). Mr. Close is “independent” of the Company and a “Qualified Person” each as defined in NI 43-101. Reference should be made to the full text of the Technical Reports, which have been filed with the Canadian securities regulatory authorities pursuant to NI 43-101 and are available for review under the Company’s SEDAR profile at www.sedar.com. See “ Interests of Experts ”.

Scientific and technical information relating to the Kay Mine Project or the Sugarloaf Peak Project contained in this Prospectus or incorporated by reference herein, that has not been derived from the Technical Reports, has been reviewed and approved by David S. Smith MS, MBA, CPG, of Highlands Geoscience LLC and Vice-President of Exploration for the Company, and a Qualified Person as defined in NI 43-101.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities commission or similar authority in each of the provinces of Canada, except Quebec (the " Qualifying Jurisdictions "), are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the Company’s annual information form for the year ended December 31, 2020 dated May 11, 2021 (the “ Annual Information Form ”), excluding any information extracted or derived from the Company’s prior technical report dated May 29, 2019;
(b) the audited consolidated financial statements of the Company for the financial years ended December 31, 2020 and December 31, 2019, and the notes thereto together with the report of the independent auditors thereon;
(c) management’s discussion and analysis of the Company dated April 29, 2021, for the audited consolidated financial statements referred to above (the “ Management’s Discussion and Analysis ”);
(d) the unaudited interim consolidated financial statements of the Company for the six months ended June 30, 2021, and the notes thereto (the “ Interim Financial Statements ”) ;
(e) management’s discussion and analysis of the Company dated August 30, 2021, for the unaudited interim consolidated financial statements referred to above;
(f) the Company’s management information circular dated May 27, 2021 in connection with the annual and special meeting of shareholders to be held on June 28, 2021;
(g) the Company's material change report dated April 1, 2021 in respect of the closing of a non-brokered private placement pursuant to which the Company issued 10,526,315 Common Shares at a price of $0.95 per Common Share for aggregate gross proceeds of $10,000,000;
(h) the Company’s material change report dated April 5, 2021 in connection with the announcement of the Company’s bought deal special warrant offering (the “ Special Warrant Offering ”);

(i) the Company’s material change report dated April 22, 2021 in connection with the completion of the Special Warrant Offering;
(j) the Company’s news release dated August 8, 2019 announcing the results of a sample program completed at the Kay Mine Project;
(k) the Company’s news release dated April 15, 2020 announcing the assay results of the first seven drill holes of the drill program at the Kay Mine Project;
(l) the Company’s news release dated August 5, 2020 announcing the results of the Phase 1 drill program at the Kay Mine Project;
(m) the Company’s news release dated November 9, 2020 announcing the results of the Kay Mine Project’s metallurgical review;
(n) the Company’s news release dated January 4, 2021 announcing the entering into of a purchase option and sale agreement to acquire 100% of six parcels of patented land, located 900 metres northeast of its Kay Mine Project;
(o) the Company’s news release dated February 8, 2021 announcing the details of the Phase 2 expansion drill program for the Kay Mine Project;
(p) the Company’s news release dated August 11, 2020 announcing the start of drilling at the Sugarloaf Peak Project; and
(q) the template version of the term sheet dated October 22, 2021 prepared and filed in connection with the Offering (the "Marketing Materials ").

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set out in the document or statement that it modifies or supersedes. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Copies of the documents incorporated herein by reference may be obtained by accessing the disclosure documents though the Canadian System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at the Company’s issuer profile at www.sedar.com. Documents filed with, or furnished to, the OTCQX are available through the OTCQX. The Company’s filings through SEDAR and OTCQX are not incorporated by reference in this Prospectus except as specifically set forth herein.

Any documents of the type described in Section 11.1 of Form 44-101F1 — Short Form Prospectus Distributions filed by the Company with the various securities commissions or similar authorities in each of the provinces of Canada, except Quebec, pursuant to the requirements of applicable securities legislation after the date of this Prospectus and prior to the termination of the distribution of the Offered Shares are deemed to be incorporated by reference in this Prospectus.

MARKETING MATERIALS

The Marketing Materials are not part of this Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus. Any “template version” of “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements) filed by the Company with a securities commission or other similar authority in Canada after the date of this Prospectus and before the termination of the distribution of the Offered Shares is deemed to be incorporated by reference into this short form prospectus.

ELIGIBILITY FOR INVESTMENT

In the opinion of WeirFoulds LLP, counsel to the Company and the Selling Shareholders, and Miller Thomson LLP, counsel to the Underwriters, based on the provisions of the Income Tax Act (Canada) and the regulations thereunder in force on the date hereof (together, the “ Tax Act ”), the Offered Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act for a trust governed by a tax-free savings accounts (“ TFSA ”), registered retirement savings plan (“ RRSP ”), registered retirement income fund (“ RRIF ”), registered disability savings plan (“ RDSP ”), registered education savings plan (“ RESP ”) (collectively, “ Registered Plans ”) and a deferred profit sharing plan (“ DPSP ”), each as defined in the Tax Act, provided that the Offered Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the TSXV) or the Company qualifies as a “public corporation” (other than a “mortgage investment corporation”) as defined in the Tax Act.

Notwithstanding the foregoing, if the Offered Shares are “prohibited investments” (as defined in the Tax Act) for a TFSA, RRSP, RRIF, RDSP or RESP, the holder, annuitant or subscriber thereof, as the case may be, will be subject to a penalty tax as set out in the Tax Act. The Offered Shares will not be prohibited investments for a particular Registered Plan provided the holder, annuitant or subscriber thereof, as the case may be (i) deals at arm’s length with the Company for purposes of the Tax Act, and (ii) does not have a “significant interest” (as defined in the Tax Act) in the Company. In addition, the Offered Shares will not be prohibited investments if the Offered Shares are “excluded property” (as defined in the Tax Act for purposes of these rules) for the particular Registered Plan. Prospective investors who intend to hold Offered Shares in a Registered Plan or a DPSP are advised to consult their own tax advisors in regard to the application of these rules in their particular circumstances.

THE COMPANY

Overview

The Company was incorporated under the Canada Business Corporations Act as “Ring the Bell Capital Corp.” (“ RTB ”) on June 28, 2017. The Company operates in one industry segment; its principal business activities are the exploration and development of mineral resource properties in Arizona. On August 1, 2019, RTB completed a reverse take-over transaction with Croesus Gold Corp. (“ Croesus ”) by way of a three-cornered amalgamation whereby RTB acquired 100% of the issued and outstanding common shares of Croesus (the “ RTO ”). In connection with the RTO, RTB filed Articles of Amendment effective July 31, 2019, changing its name to “Arizona Metals Corp.” and consolidating the Common Shares of the Company on the basis of one (1) post-consolidation Common Share for every two and a half (2.5) pre-consolidation Common Shares. The Company began trading on the TSXV on August 7, 2019.

As a result of the RTO, the Company has three subsidiaries, each of which it owns, directly or indirectly, a 100% interest in. The subsidiaries include Arizona Metals Holdings Corp. incorporated under the laws of Canada on August 1, 2019, Croesus Gold USA Corp. incorporated under the laws of the State of Arizona on April 28, 2016 and Kay Mine USA Corp. incorporated under the laws of the State of Arizona on November 16, 2018.

Mineral Projects

Description of the Kay Mine Project

The Kay Mine Project is located in Yavapai County, which is located on a combination of patented and Bureau of Land Management (“ BLM ”) claims totaling 1,300 acres that are not subject to any royalties. A historic estimate by

Exxon Minerals Company in 1982 reported a “proven and probable reserve of 6.4 million short tons at a grade of 2.2% copper, 2.8g/t gold, 3.03% zinc, and 54.9g/t silver”. The historic estimate has not been verified as a current mineral resource. None of the key assumptions, parameters, and methods used to prepare the historic estimate were reported, and no resource categories were used. Significant data compilation, re-drilling and data verification may be required by a Qualified Person before the historic estimate can be verified and upgraded in accordance with current NI 43-101 standards. A Qualified Person has not done sufficient work to classify it as a current mineral resource, and Arizona Metals is not treating the historic estimate as a current mineral resource.

The Kay Mine Project is a steeply dipping VMS deposit that has been defined from a depth of 150m to at least 900m. It is open for expansion on strike and at depth. The Company commenced the 75,000 meter Phase 2 drill program at the Kay Mine Project in January 2021.

Description of the Sugarloaf Peak Project

The Sugarloaf Peak Project is located in La Paz County, which is located on 4,412 acres of BLM claims. The Sugarloaf Peak Project is a heap-leach, open-pit target. There are no current gold resource estimates on the Sugarloaf Peak Project however there are two historic conceptual resource opinions of “about 100 million tons containing 1.5 million ounces gold” (Dausinger, 1983, Westworld (as defined below)) and 60 million tons (Dausinger, 1987, Westworld) at a grade of 0.02 ounces per short tonne (“ opt ”).

The historical conceptual resource opinions at the Sugarloaf Peak Project were reported by what is now Westworld Inc. (“ Westworld ”) in 1983 (Dausinger, N.E., 1983, Phase I Drill Program and Evaluation of Gold-Silver Potential, Sugarloaf Peak Project, Quartzsite, Arizona: Report for Westworld, Inc.) and 1987 Dausinger, N.E., 1987, Sugarloaf Peak Project, La Paz County, Arizona: Report for Westworld, Inc.), respectively. The historic conceptual resource opinions have not been verified as a current mineral resource. None of the key assumptions, parameters, and methods used to prepare the historic estimate were reported, and no resource categories were used. Significant data compilation, re-drilling and data verification may be required by a Qualified Person before the historic conceptual resource opinions can be verified and upgraded in accordance with current NI 43-101 standards. A Qualified Person has not done sufficient work to classify it as a current mineral resource, and Arizona Metals is not treating the historical conceptual resource opinions as a current mineral resource.

Status, Plans and Expenditures

As at the date hereof, the Kay Mine Project is at the exploration stage. The Company’s plan for the Kay Mine continues to be to advance the Kay Mine Project through the Company’s Phase 2 drill program, and in particular:

Perform a 75,000-meter HQ-size core drilling program (see below). The objectives of this drill program are to comprehensively explore the mineralization on the property, including at the main Kay Mine Project area, and other targets on the project.
Conduct additional geologic mapping and sampling on the project, in particular focused on the location and folding of the felsic/mafic schist contact, and on field checking of specific targets.
If such targets prove promising, conduct additional geochemical and geophysical work on them in order to prepare them for drilling.
Commission metallurgical test work on the Kay Mine Project sulfide mineralization.
Undertake permitting work to expand the scope of drill operations beyond the 5 acres permitted under BLM Notices of Intent to Explore.
Consult with a local environmental consultant to evaluate whether any environmental risk exists from the historic mine dumps at the No. 1, No. 2, and No. 3 shafts.

The proposed drill program consists of approximately 150 holes to an average depth of 500 meters, with aggregate length of 75,000 meters. The Company expects that drill holes will be targeted to expand mineralization in the principal Kay Mine Project deposit, and to test other targets on the project. The Company anticipates the number of drill holes and total meters in each area of the Kay Mine Project as follows:

Target	Holes	Avg.	Total, m
		Depth, m
Kay deposit	80	500	40,000
West/MX-1	25	500	12,500
Central/MX-2	25	500	12,500
Additional targets	20	500	10,000
Total	150		75,000

As at the date hereof, the Sugarloaf Peak Project is at the exploration stage. The Company’s current plan is to continue to maintain the Sugarloaf Peak Project in good standing and to perform metallurgic test work on the project. The Company’s focus is the advancement of the Kay Mine Project. To the extent the Company has additional cash resources it may devote some expenditures towards advancing the Sugarloaf Peak Project.

See “ Statement Regarding Forward-Looking Information” and “ Risk Factors ”.

The Company spent approximately $4,327,458 at the Kay Mine Project in the financial year ended December 31, 2020, including exploration costs, drilling, assaying, concession fees and operating costs . Expenditures on the Kay Mine Project in the year ended December 31, 2020 resulted in the successful completion of the Company’s Phase I drill program. As discussed above, the Company has begun the Phase 2 drill program at the Kay Mine Project. The Company has evaluated the cost of the above plans and has determined that it currently has sufficient financial resources to conduct these activities.

The Company spent approximately $819,290 at the Sugarloaf Peak Project in the financial year ended December 31, 2020, including exploration costs, concession fees and operating costs.

Further information regarding the Company and its business is set out in the Annual Information Form, which is incorporated herein by reference.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of the Company as at June 30, 2021, the date of the Company’s most recently filed financial statements. This table should be read in conjunction with the consolidated financial statements of the Company and the related notes and management’s discussion and analysis of financial condition and results of operations in respect of those statements that are incorporated by reference in this Prospectus.

	As at June 30, 2021	As at June 30, 2021 after giving effect to the Offering	As at June 30, 2021 after giving effect to the Offering and the full exercise of the Over- Allotment Option
Share Capital (Common Shares – Authorized: unlimited)	$45,056,552 89,063,111 Common Shares	$76,931,552 96,563,111 Common Shares	$81,712,802 97,688,111 Common Shares
Warrants	14,026,069	14,026,069	14,026,069
Compensation Options	Nil	225,000	258,750
Stock Options	9,882,000	9,882,000	9,882,000
Deficit	($25,795,034)	($25,795,034)	($25,795,034)

Shareholders' Equity $25,902,613 $57,777,613 $62,558,863

There have been no material changes to the Company’s share and loan capitalization on a consolidated basis since June 30, 2021, except as follows:

1) between July 1, 2021 and the date of this Prospectus, 1,686,210 Common Shares were issued by the Company pursuant to the exercise of stock options and common share purchase warrants with exercise prices ranging from $0.65 to $3.00. See "Prior Sales" .

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

The Company is authorized to issue an unlimited number of Common Shares without par value, of which 91,029,321 Common Shares are issued and outstanding as at the close of business on October 27, 2021. Holders of Common Shares are entitled to: (i) one vote per Common Share at all meetings of shareholders; (ii) receive dividends as and when declared by the directors of the Company; and (iii) receive a pro rata share of the assets of the Company available for distribution to the shareholders in the event of the liquidation, dissolution or winding-up of the Company. There are no pre-emptive, conversion or redemption rights attached to the Common Shares.

PLAN OF DISTRIBUTION

Underwriting Agreement

Pursuant to the terms and conditions of the Underwriting Agreement, (i) the Company has agreed to issue and sell, and the Underwriters have agreed to purchase from the Company on the Closing Date, subject to compliance with all necessary legal requirements and to the terms and conditions contained in the Underwriting Agreement, 7,500,000 Treasury Shares at the Offering Price, payable in cash to the Company against delivery of the Treasury Shares, for gross proceeds to the Company of $31,875,000, and (ii) the Selling Shareholders have agreed to sell, and the Underwriters have agreed to purchase from the Selling Shareholders on the Closing Date, subject to compliance with all necessary legal requirements and to the terms and conditions contained in the Underwriting Agreement, an aggregate of 3,100,000 Secondary Shares at the Offering Price, being 1,500,000, 1,500,000 and 100,000 Secondary Shares, respectively, from each of Messrs. Paul Reid, Marc Pais and Colin Sutherland, payable in cash to the Selling Shareholders against delivery of the Secondary Shares, for aggregate gross proceeds of $13,175,000.

The obligations of each Underwriter under the Underwriting Agreement may be terminated, at such Underwriter’s sole discretion if (i) there shall occur or be announced by the Company any material change (actual, contemplated or threatened) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital, prospects or ownership of the Company or its subsidiaries or a change in any material fact, whether or not in the ordinary course, or there is discovered any previously undisclosed material change or material fact, which has or, in the opinion of such Underwriter, might reasonably be expected to have a significant adverse effect on the business, operations, affairs or capital of the Company and its subsidiaries (taken as a whole) or a significant adverse effect on the market price, value or marketability of the Offered Shares or which results or, in the opinion of such Underwriter, might reasonably be expected to result in the purchasers of a material number of Offered Shares exercising their right under applicable legislation to withdraw from or rescind their purchase of Offered Shares, (ii) there should develop, occur or come into effect or existence any event, action, state, condition (including terrorism, accident or pandemic) or major financial occurrence of national or international consequence, or any law or regulation, including any and all impact of the COVID-19 pandemic or government regulations related thereto that exist following the date of the Underwriting Agreement, which in the sole opinion of the Underwriters, or anyone of them, seriously adversely affects, or involves, or would seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Company and its subsidiaries taken as a whole or the market price or value of the Common Shares, (iii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened or any order is made by any court or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSXV or a securities

commission, which in the reasonable opinion of the Underwriters (or any one of them) operates to prevent or restrict the trading of the Offered Shares or the Common Shares or the distribution of the Offered Shares or which in the reasonable opinion of the Underwriter, acting in good faith, could be expected to have a material adverse effect on the market price or value of the Common Shares, (iv) the Company is in breach of any material term, condition or covenant of the Underwriting Agreement that may not be reasonably expected to be remedied prior to the Closing Date or any material representation or warranty given by the Company in the Underwriting Agreement is not true and correct in all material respects; or (v) the Underwriters shall become aware, as a result of their due diligence review, of any adverse material change with respect to the Company (taken as a whole, in the sole opinion of the Underwriters, or any one of them, acting reasonably) which had not been publicly disclosed or disclosed to the Underwriters prior to the date of the Underwriting Agreement or which occurred after the date of the Underwriting Agreement but prior to the closing time of the Offering and which would have a material adverse effect on the market price or value of the Common Shares.

If an Underwriter fails to purchase the Offered Shares which it has agreed to purchase, the other Underwriters may, but are not obligated to, purchase such Offered Shares. The Underwriters, however, are obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement. The obligations of the Underwriters to purchase the Offered Shares are joint (the equivalent of several in common law) (and not solidary (the equivalent of joint and several in common law). The Offering Price and the other terms of the Offering were determined by negotiations between the Company and the Co-Lead Underwriters, on their own behalf and for and on behalf of the other Underwriters.

Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriters’ Fee equal to 6.0% of the gross proceeds of the Offering, subject to a reduced fee of 3.0% for up to $5,000,000 of Treasury Shares sold by the Underwriters to certain investors on a president’s list.

The Company has granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part and at any time up to 30 days following the Closing to purchase up to 1,125,000 Over-Allotment Shares at the Offering Price to cover over-allotments, if any, and for market stabilization purposes. In respect of the Over-Allotment Option, the Company has agreed to pay to the Underwriters their respective proportions of a cash fee equal to the Underwriters’ Fee, to be paid from the gross proceeds realized on the exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in full and assuming that $5,000,000 of Treasury Shares are sold to certain investors on the president’s list, the price to the public, the net proceeds to the Company and the net proceeds to the Selling Shareholders (after deducting the Underwriters’ Fee of $2,553,000 but before deducting the expenses of the Offering to be borne by the Company, which are estimated to be approximately $300,000). The obligations of the Selling Shareholders under the Underwriting Agreement are several (and not joint and several).

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at such price, the Offering Price may be decreased.

This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares upon the exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Underwriters’ over-allocation position acquires those Common Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In connection with the Offering, certain of the Underwriters or other registered dealers may distribute this Prospectus electronically.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part, and the right is reserved to close the subscription books at any time without notice. The Offered Shares will be issued as noncertificated book-entry securities registered in the name of CDS or its nominee and no certificates representing Offered Shares will be issued to purchasers of Offered Shares and registration of such Offered Shares will be made through the depository services of CDS. Upon a purchase of any Offered Share, the owner of such share will receive only the customary confirmation from the Underwriter or the registered dealer from or through whom a beneficial interest in the Offered Shares is purchased and who is a CDS Participant. The Offered Shares must be purchased or transferred through a CDS Participant and all rights of holders of Offered Shares must be exercised through, and all payments or

other property to which such holder is entitled will be made or delivered by, CDS or the CDS Participant through which the holder of Offered Shares holds such Offered Shares.

The Company has agreed to indemnify the Underwriters and their respective subsidiaries and affiliates and each of their directors, officers, employees, shareholders and agents certain liabilities, including liabilities for misrepresentations in this Prospectus.

Pursuant to the Underwriting Agreement, the Company has agreed, for a period ending on the date that is 90 days from the Closing Date, not to issue or sell, without the prior written consent of the Co-Lead Underwriters (not to be unreasonably withheld), on behalf of the Underwriters, any of its securities or financial instruments convertible or exchangeable into securities of the Company, other than for purposes of director or employee stock options or to satisfy existing instruments of the Company outstanding.

Pursuant to the Underwriting Agreement, each of the directors and executive officers of the Company, and each of the Selling Shareholders (collectively, the “ Locked-Up Persons ”), will enter into agreements with the Underwriters pursuant to which they agreed not to, directly or indirectly, without the prior written consent of the Co-Lead Underwriters (not to be unreasonably withheld), on its own behalf and on behalf of the Underwriters, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other equity securities of the Company (or securities convertible or exercisable into Common Shares or other equity securities of the Company) held by them, directly or indirectly, on the Closing Date (the “ Locked-Up Securities ”) for a period beginning on the Closing Date and ending on the day that is 90 days following the Closing Date (the “ Lock-Up Period ”), except in respect of the following: (a) sales under the Offering by Selling Shareholders; (b) transfers to affiliates of the LockedUp Persons, or any company, trust or other entity owned by or maintained for the benefit of the Locked-Up Persons; (c) transfers occurring by operation of law or in connection with transactions arising as a result of the death of the Locked-Up Persons; (d) transfers by way of gift or donation to a charitable organization provided, in each of (b), (c) and (d), that any such transferee shall first execute a lock up agreement in substantially the same form agreed to with the Underwriters covering the remainder of the Lock-Up Period; (d) transfers made pursuant to a bona fide take-over bid made to all holders of voting securities of the Company or similar acquisition, business combination or merger transaction, provided that in the event that the take-over or acquisition or merger transaction is not completed, any Locked-Up Securities shall remain subject to the restrictions contained in the undertaking; (e) acquisition of Common Shares upon the exercise of existing options; or (f) transfers to any nominee or custodian where there is no change in beneficial ownership, for bona fide tax planning purposes including, but not limited to, transfers into a registered retirement savings plan and where the Locked-Up Securities are still subject to and governed by the original lock-up agreement.

The Company has applied to list the Treasury Shares (including the Treasury Shares issuable on exercise of the OverAllotment Option) distributed under this short form prospectus on the TSXV. Listing will be subject to the issuer fulfilling all the listing requirements of the TSXV. On October 21, 2021, the last complete trading day before the announcement of the Offering, the closing price of the Common Shares on the TSXV was $4.55.

Price Stabilization, Short Positions and Passive Market Making

In connection with the Offering, the Underwriters may over-allocate or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market, including stabilizing transactions, short sales, purchases to cover positions created by short sales, imposition of penalty bids, and syndicate covering transactions.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Common Shares while the Offering is in progress. These transactions may also include making over-allocating or short sales of the Common Shares, which involve the sale by the Underwriters of a greater number of Common Shares than they are required to purchase in the Offering. Short sales may be “covered short sales”, which are short positions in an amount not greater than the number of Over-Allotment Shares, “naked short sales”, which

are short positions in excess of the number of Common Shares they are required to purchase under the Offering. The Underwriters may close out any covered short position either by exercising the Over-Allotment Option, in whole or in part, or by purchasing Common Shares in the open market. In making this determination, the Underwriters will consider, among other things, the price of Common Shares available for purchase in the open market compared with the Offering Price at which they may purchase Over-Allotment Shares through the Over-Allotment Option. The Underwriters must close out any naked short position by purchasing Common Shares in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Common Shares in the open market that could adversely affect investors who purchase in the Offering.

In addition, pursuant to policy statements and/or rules of the relevant securities commissions or similar regulatory authorities, the Underwriters may not, throughout the period of distribution, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions, on the condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in, or raising the price of the Common Shares. These exceptions include: (i) a bid or purchase permitted under the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities; and (ii) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution.

As a result of these activities, the price of the Common Shares may be higher than the price that otherwise might exist in the open market. Those transactions, if commenced, may be interrupted or discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Common Shares are listed (including the TSXV), in the over-the-counter market, or otherwise.

United States Securities Law

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares in the United States. The Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered, sold or delivered within the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Underwriters have agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable laws of the United States, they will not offer or sell the Offered Shares at any time within the United States. The Underwriting Agreement permits the Underwriters to offer and sell the Offered Shares within the United States through their registered U.S. broker-dealer affiliates in transactions that comply with exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. In particular, the Underwriting Agreement permits the Underwriters to re-offer and re-sell the Offered Shares that they have acquired pursuant to the Underwriting Agreement in the United States to “qualified institutional buyers” within the meaning of, and in compliance with, Rule 144A under the U.S. Securities Act and in compliance with applicable state securities laws. Moreover, the Underwriting Agreement provides that the Company may make sales directly to “accredited investors” within the meaning of and in compliance with, Regulation D under the U.S. Securities Act who are substituted purchasers designated by the Underwriters under the Underwriting Agreement. The Underwriting Agreement further provides that the Underwriters will offer and sell the Offered Shares outside the United States in accordance with Rule 903 of Regulation S under the U.S. Securities Act. The Offered Shares that are offered or sold in the United States will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and will be subject to the re-sale and transfer restrictions.

Until 40 days after the commencement of the Offering, any offer or sale of the Offered Shares, within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an available exemption under the U.S. Securities Act.

Other than pursuant to certain exceptions, the Offered Shares will be available for delivery in book-based form through CDS or its nominee and will be deposited with CDS on the Closing Date. A purchaser of Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS Participant through which the Offered Shares are purchased. Purchasers who are not issued a certificate evidencing the Offered Shares which are subscribed for by them at closing may request that a certificate be issued in their name. Such a request will need

to be made through the CDS Participant through whom the beneficial interest in the securities is held at the time of the request.

SELLING SHAREHOLDERS

The following table sets forth information with respect to the ownership of Common Shares by the Selling Shareholders and their affiliates and persons exercising control over the Common Shares held by the Selling Shareholders as at the date hereof, and as adjusted to reflect the sale of an aggregate of 3,100,000 Secondary Shares:

	Common Shares Owned, Controlled or Directed Prior to the sale of Secondary Shares(1)	Common Shares Owned, Controlled or Directed Prior to the sale of Secondary Shares(1)	Secondary Shares to be Sold Pursuant to the Offering	Common Shares Owned, Controlled or Directed After the Completion of the Offering(1)	Common Shares Owned, Controlled or Directed After the Completion of the Offering(1)
Selling Shareholders	Number	Percentage(2)	Number	Number	Percentage(6)
Paul Reid(3)	3,000,000	3.30% (2.65%)	1,500,000	3,000,000	2.95% (2.47%)
Marc Pais(4)	2,800,000	3.08% (2.48%)	1,500,000	2,800,000	2.76% (2.30%)
Colin Sutherland(5)	1,282,000	1.41% (1.13%)	100,000	1,182,000	1.16% (0.97%)
Total	7,082,000	7.78% (6.27%)	3,100,000	6,982,000	6.88% (5.75%)

(1) These Common Shares are owned of record by Messrs. Paul Reid, Marc Pais and Colin Sutherland. Each of the Selling Shareholders intends to sell Secondary Shares and held directly or indirectly by them of record.

(2) Percentages in brackets are on a fully-diluted basis, assuming the exercise in full of outstanding stock options (“ Options ”), compensation options (" Compensation Options "), and common share purchase warrants (" Warrants ", and together with the Options and Compensation Options, the " Equity Incentive Securities "), and including Equity Incentive Securities owned by Messrs. Paul Reid, Marc Pais and Colin Sutherland and excluding any Treasury Shares issued pursuant to the Offering.

(3) Paul Reid is the Executive Chairman of the Company. He holds 3,000,000 Common Shares personally.

(4) Marc Pais is the President, Chief Executive Officer and a Director of the Company. He holds 2,800,000 Common Shares personally.

(5) Colin Sutherland is a Director of the Company. He holds 1,282,000 Common Shares personally.

(6) Percentages in brackets are on a fully-diluted basis, assuming the exercise in full of outstanding Equity Incentive Securities and including Equity Incentive Securities owned by Messrs. Paul Reid, Marc Pais and Colin Sutherland and include the Treasury Shares issued pursuant to the Offering.

The Secondary Shares to be sold by the Selling Shareholders were acquired by the Selling Shareholders through (i) the exercise of 1,500,000 stock options of the Company by Paul Reid and 1,500,000 stock options of the Company by Marc Pais on [  ], 2021; and (ii) in exchange for shares of Croesus Gold Corp. in the context of a reverse takeover transaction. The stock options were also acquired by the Selling Shareholders in exchange for stock options of Croesus Gold Corp. in the context of a reverse takeover transaction. Except for the aggregate of 1,500,000 Common Shares acquired by each of Paul Reid and Marc Pais at a price of $0.10 per Common Share for aggregate purchase prices of $150,000 and $150,000, respectively, none of such shares were purchased by the Selling Shareholders within the two years preceding the date of this Prospectus.

USE OF PROCEEDS

Based on positive results during Kay Mine Phase 2 drill program to date, the Company plans to add a Phase 3 work program at the Kay Mine Project to focus on additional drilling and development work, while conducting additional metallurgical testing at the Sugarloaf Peak Project and keeping that project in good standing. The Company's use of proceeds from its April 2021 special warrant offering (the " April 2021 Special Warrant Offering ") pursuant to a final prospectus dated June 28, 2021 (the " Prior Prospectus ") remains fully funded and the Company continues to

expend funds from the April 2021 Special Warrant Offering in a manner consistent with the use of proceeds described in the Prior Prospectus. The Company is conducting the current Offering to avail itself of favourable capital market conditions to raise funds to develop a work program for, and to eventually carry out, anticipated future exploration on the Kay Mine Project and to build a reserve of working capital.

Use of Proceeds from April 2021 Special Warrant Offering

The following table sets forth the intended use of net proceeds as disclosed in the Prior Prospectus and the actual use of net proceeds to September 30, 2021:

Activity of Nature of Expenditure Exploration Expenditures at the Kay Mine Project - HQ core drilling (all-in cost) - Resource estimation - Geological mapping - Geochemical and geophysical work on additional targets - Metallurgical test work - Economic studies - Permitting - Environmental costs - Corporate and social responsibility Total Exploration Expenditures at the Kay Mine Project Exploration Expenditures at the Sugarloaf Peak Project - Metallurgical test work - Care and maintenance on the Sugarloaf Peak Project Total Exploration Expenditures at the Sugarloaf Peak Project General, Corporate and Administrative Expenses(1) Unallocated Working Capital TOTAL	Intended Use of Net Proceeds from the April 2021 Special Warrant Offering $25,560,000 $0 $100,000 $250,000 $250,000 $0 $100,000 $50,000 $0 $26,310,000 $0 $50,000 $50,000 $1,000,000 $540,000 $27,900,000	Actual Use of Net Proceeds from the April 2021 Special Warrant Offering
		$9,250,210 $0 $12,314 $0 $0 $0 $14,875 $0 $0
		$9,277,399
		$41,422 $50,000
		$91,422
		$416,667 $540,000
		$10,325,488

Note:

(1) The Company’s estimate of the 12-month general, corporate and administrative expenses which include but are not limited to salaries and consulting fees, insurance and professional fees.

As disclosed in the Prior Prospectus, the Kay Mine Phase 2 drill program had an estimated cost of $26,310,000 to complete. As of September 30, 2021, the Company had cash on hand of $22,994,307 and the Phase 2 program remains fully funded. The Company does not anticipate using the proceeds of the Offering to complete the Phase 2 drill program.

Use of Proceeds from the Offering

The net proceeds to the Company from the Offering, after deducting the Underwriters’ Fee and the estimated expenses of the Offering of $  (including the anticipated expenses in connection with the preparation and filing of this Prospectus) will be approximately $  .

The Company currently intends to use its the net proceeds of the Offering as follows:

Activity of Nature of Expenditure Exploration Expenditures at the Kay Mine Project - HQ core drilling (all-in cost) - Resource estimation - Geological mapping - Geochemical and geophysical work on additional targets - Metallurgical test work - Economic studies - Permitting - Environmental costs - Corporate and social responsibility Total Exploration Expenditures at the Kay Mine Project Exploration Expenditures at the Sugarloaf Peak Project - Metallurgical test work - Care and maintenance on the Sugarloaf Peak Project Total Exploration Expenditures at the Sugarloaf Peak Project General, Corporate and Administrative Expenses(1) Unallocated Working Capital TOTAL	Approximate Use of Net Proceeds
	$26,700,000 $250,000 $150,000 $250,000 $750,000 $2,500,000 $500,000 $150,000 $200,000
	$31,450,000
	$250,000 $150,000
	$400,000
	$1,500,000 $650,000
	$34,000,000

Note:

(1) The Company’s estimate of the 12-month general, corporate and administrative expenses which include but are not limited to salaries and consulting fees, insurance and professional fees.

David S. Smith, MS, MBA, CPG., Vice President of Exploration of the Company, a qualified person for the purposes of NI 43-101 , has reviewed the contemplated uses of the net proceeds of the Offering, confirmed they are reasonable and recommends the above noted use of proceeds with respect to the Kay Mine Project.

Although the Company intends to use the net proceeds from the Offering as set forth above, the actual allocation of the net proceeds may vary from those allocations set out above, depending on future developments in relation to the Kay Mine Project, the Sugarloaf Peak Project or unforeseen events, including those listed under “Risk Factors” of this Prospectus and the Annual Information Form. A description of the Kay Mine Project and the Sugarloaf Peak Project are set out below under the subheading “ Mineral Projects ”. Potential investors are cautioned that notwithstanding the Company’s current intentions regarding the use of the net proceeds of the Offering, there may be circumstances where a reallocation of the net proceeds may be advisable for reasons that management believes, in its discretion, are in the Company’s best interests.

Unallocated funds are intended to be for acquisition and exploration of mineral ancillary projects and contingency purposes. Unallocated funds will be deposited in the Company’s bank account and added to the working capital of the Company. The Chief Executive Officer of the Company is responsible for the supervision of all financial assets

of the Company. Based on the Company’s requirements, management will determine the appropriate level of liquidity required for operations and will draw down such funds as necessary.

The Company had negative operating cash flow of $6,299,693 for the financial year ended December 31, 2020 and $10,096,022 for the six-month period ended June 30, 2021. The Company generates no operating revenue from the exploration activities on its property interests and has negative cash flow from operating activities. The Company anticipates that it will continue to have negative cash flow until such time, if at all, that commercial production is achieved at a particular project. To the extent that the Company has negative operating cash flows in future periods in excess of amounts disclosed above in the Use of Proceeds table, it may need to deploy a portion of cash reserves to fund such negative cash flow. There can be no assurances that the additional capital or other types of financing will be available when needed or that these financings will be on terms favourable to the Company. See “Risk Factors” in this Prospectus and the Annual Information Form.

Business Objectives and Milestones

Phase 3 work at the Kay Mine Project is expected to commence following the completion of Phase 2 work and is expected to be complete by March 2025. The net proceeds of the Offering will allow the work program at the Kay Mine Project to further advance following the completion of Phase 2, as well as further studies thereon and is expected to be sufficient to complete the business objectives and milestones as detailed below. These are as follows:

1) Kay Mine Project Phase 3 Drill Program. Expand the Company’s drilling at the Kay Mine project to include 76,000 meters of additional “HQ”-size core drilling to support resource estimation, metallurgical testing, and economic studies at the main Kay Mine area, and exploration drilling at other targets on the project. With three drill rigs in operation, the Company expects the Phase 3 drill program to begin in October, 2022, following the Phase 2 drill program, and to be completed by March 2025, with an estimated cost of $26,900,000.
2) Kay Mine Resource Estimation. Initiate mineral resource estimation work at the Kay deposit, anticipating initial and expanded estimates, as well as estimates at additional targets on the project. The Company expects this work to be completed by March 2025, with an estimated cost of $250,000.
3) Kay Mine Project Mapping. Conduct additional geologic mapping and sampling on the Kay Mine Project, in particular focused on the location and folding of the felsic/mafic schist contact, further evaluating VTEM 1 and 2, Gravity 1 and 2, and Rayrock targets, and developing additional targets on the project. The Company expects this work to be completed by March 2025, with an estimated cost of $150,000.
4) Additional Geochemical and Geophysical Work. Should additional geological mapping and sampling on the Kay Mine Project prove promising in management’s judgment, the Company shall conduct additional geochemical and geophysical work in order to prepare targets for drilling. The Company expects this work to be completed by March 2025, with an estimated cost of $250,000.
5) Metallurgical Test Work. Commission additional metallurgical test work on the Kay sulfide mineralization in order to support economic studies. The Company expects this work to be completed by March 2025, with an estimated cost of $750,000.
6) Economic Studies. Commission a preliminary economic assessment of the Kay Mine area, and, if warranted, a pre-feasibility study. The Company expects this work to be completed by March 2025, with an estimated cost of $2,500,000.
7) Permitting . Comprises permitting work to expand the scope of drill operations beyond what is currently permitted under existing permits, and to begin baseline data collection for production permitting. The Company expects this work to be completed by March 2025, with an estimated cost of $500,000.
8) Environmental . The Company expects to retain an environmental consultant to assess and evaluate the use of water on the project, the existence of any environmental risks from the historic mine dumps in three of the

historic mine shafts, and other environmental issues at the Kay Mine Project. The Company expects this work to be completed by March 2025, with an estimated cost of $150,000.

9) Corporate Social Responsibility. The Company expects to retain the services of a corporate social responsibility (CSR) consultant to guide its relations with nearby communities and regulators. The Company expects this work to be completed by March 2025, with an estimated cost of $200,000.
10) Sugarloaf Peak Project Maintenance. Comprises care and maintenance of the Sugarloaf Peak Project, including payment of BLM claim fees. Estimated cost through September 2024, is $150,000.
11) Sugarloaf Peak Metallurgical Test Work. Commission additional metallurgical test work on the Sugarloaf Peak mineralization. The Company expects this work to be completed by March 2025, with an estimated cost of $250,000.

PRIOR SALES

The Company has not completed any sales of Common Shares, or securities convertible or exchangeable into Common Shares, during the 12-month period preceding the date of this Prospectus, except as described below:

Date of Issuance	Number of Securities Issued	Type of Securities	Price Per Security
December 2, 2020	500,000	Options(3)	$0.68
December 7, 2020	125,000	Common Shares(1)	$0.50
December 11, 2020	145,000	Common Shares(1)	$0.50
December 15, 2020	10,000	Common Shares(1)	$0.50
December 16, 2020	125,000	Common Shares(1)	$0.50
December 31, 2020	150,000	Common Shares(1)	$0.50
January 6, 2021	125,000	Common Shares(1)	$0.50
January 7, 2021	10,000	Common Shares(1)	$0.50
January 8, 2021	12,500	Common Shares(1)	$0.50
January 12, 2021	19,000	Common Shares(1)	$0.85
January 14, 2021	75,000	Common Shares(1)	$0.50
January 26, 2021	10,526,315	Common Shares(1)	$0.95
January 29, 2021	100,000	Common Shares(1)	$0.50
January 29, 2021	44,803	Common Shares(1)	$0.40
February 1, 2021	91,000	Common Shares(1)	$0.60
February 18, 2021	200,000	Options(4)	$1.00
February 18, 2021	250,000	Common Shares(1)	$0.85
February 19, 2021	39,250	Common Shares(1)	$0.85
February 22, 2021	17,500	Common Shares(1)	$0.50
February 23, 2021	50,000	Common Shares(1)	$0.85
February 24, 2021	19,000	Common Shares(1)	$0.85
March 3, 2021	50,000	Common Shares(1)	$0.85
March 4, 2021	63,497	Common Shares(1)	$0.40

March 5, 2021	50,000
March 10, 2021	50,000
March 15, 2021	50,000
March 15, 2021	213,827
March 16, 2021	307,700
March 18, 2021	205,334
March 26, 2021	10,000
April 7, 2021	162,500
April 7, 2021	3,556
April 20, 2021	62,500
April 22, 2021	10,000,000
April 22, 2021	525,442
April 26, 2021	115,000
April 30, 2021	25,000
May 4, 2021	8,523
May 6, 2021	50,000
May 12, 2021	77,000
May 18, 2021	9,800
May 21, 2021	10,000
May 21, 2021	6,240
May 26, 2021	50,000
May 28, 2021	14,000
May 31, 2021	200,000
June 1, 2021	50,000
June 12, 2021	889
June 14, 2021	12,200
June 15, 2021	19,250
June 16, 2021	30,000
June 17, 2021	14,757
June 25, 2021	25,000
June 30, 2021	10,000,000
July 2, 2021	30,000
July 9, 2021	20,500
August 6, 2021	19,000
August 9, 2021	384,615
August 26, 2021	270,000

	Common Shares(1)	$0.66
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85
	Common Shares(1)	$0.65
	Common Shares(1)	$0.85
	Common Shares(1)	$0.40
	Common Shares(1)	$0.85
	Common Shares(1)	$0.50
	Common Shares(1)	$0.40
	Common Shares(1)	$0.50
	Special Warrants(5)	$2.10
	Compensation
	Warrants(6)	$2.10
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85
	Common Shares(1)	$0.40
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85
	Common Shares(1)	$0.50
	Common Shares(1)	$0.40
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85
	Common Shares(1)	$0.80
	Common Shares(1)	$0.40
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85
	Common Shares(1)	$0.40
	Common Shares(1)	$0.85
	Common Shares(7)	N/A(7)
	Common Shares(1)	$0.80
	Common Shares(8)	$3.00
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85
	Common Shares(1)	$0.85

September 10, 2021	213,827	Common Shares(1)	$0.65
September 27, 2021	199,999	Common Shares(8)	$3.00
October 5, 2021	8,269	Common Shares(1)	$0.85
October 14, 2021	5,000	Common Shares(1)	$0.85
October 20, 2021	385,000	Common Shares(1)	$0.85
October 22, 2021	50,000	Common Shares(1)	$0.85
October 25, 2021	75,000	Common Shares(1)	$0.85
October 26, 2021	25,000	Common Shares(1)	$0.85

____

Notes:

(1) Issued pursuant to the exercise of stock options/common share purchase warrants.
(2) 8,333 options vest each month beginning September 1, 2020, except for the months of November 2020, February 2021, May 2021, and August 2021, when 8,334 options vest. All of these options expire August 4, 2022.
(3) 150,000 of these options vested immediately on the date of grant, 150,000 vested on April 30, 2021, and 200,000 vest on November 30, 2021. All of these options vest upon the occurrence of a change of control of the Company and have an expiry date of November 30, 2023.
(4) All options vested immediately on the date of grant and have an expiry date of February 8, 2026.
(5) Issued pursuant to the April 2021 Special Warrant Offering. Each special warrant (“ Special Warrant ”) was exercised at no additional cost for one (1) Common Share and one-half (0.5) of one (1) warrant (“ Warrant ”) entitling the holder thereof to purchase one (1) Common Share (“ Warrant Share ”) at an exercise price of $3.00 per Warrant Share until April 22, 2022.
(6) Issued pursuant to the April 2021 Special Warrant Offering. Each compensation warrant (“ Compensation Warrant ”) is exercisable at an exercise price of $2.10 until April 22, 2022 for one (1) Common Share and one-half (0.5) of one (1) Warrant entitling the holder thereof to purchase one (1) Common Share.
(7) Issued at no additional cost upon conversion of the Special Warrants.
(8) Issued pursuant to the exercise of Warrants.

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the TSXV under the symbol “AMC” and on the OTCQX under the symbol “AZMCF”. The following table sets forth the price range and trading volumes of the Common Shares on the TSXV on a monthly basis for the 12-month period prior to the date of this Prospectus, as reported by the TSXV:

	TSXV	TSXV	TSXV	OTC Markets	OTC Markets	OTC Markets
2020(1)	High ($)	Low ($)	Total Volume	High (US$)	Low (US$)	Total Volume
October	0.70	0.58	1,990,695	0.77	0.25	22,890
November	0.75	0.55	1,421,820	0.59	0.38	8,100
December	1.02	0.68	3,262,531	0.80	0.48	2,781,146
2021
January(2)	1.20	0.85	6,146,172	0.97	0.68	3,422,696
February	2.05	0.90	6,687,855	1.65	0.70	4,946,866
March	2.40	1.43	5,540,650	1.90	1.12	1,910,537
April	3.09	2.03	3,255,841	2.50	1.67	1,587,519
May	5.06	2.69	7,320,421	4.50	2.15	2,699,599

June	5.55	4.47	5,104,364	4.52	3.70	770,520
July	5.05	3.74	2,584,782	4.02	2.94	489,754
August	4.90	3.80	1,759,779	3.92	3.00	291,082
September	4.30	3.05	2,503,073	3.40	2.39	415,733
October 1-27	4.90	3.46	4,525,139	3.92	2.63	1,653,213

Notes:

(1) On August 6, 2020, the Common Shares began trading on the OTCQB under the symbol "AZMCF".

(2) On January 25, 2021, the Common Shares began trading on the OTCQX under the symbol "AZMCF".

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of WeirFoulds LLP, counsel to the Company and the Selling Shareholders, and Miller Thomson LLP, counsel to the Underwriters, the following is a summary, as of the date hereof, of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a holder who acquires Common Shares pursuant to this Offering. This summary only applies to a holder who is a beneficial owner of such Common Shares and who, for the purposes of the Tax Act and at all relevant times: (i) deals at arm’s length and is not affiliated with the Company, the Selling Shareholders, the Underwriters and any subsequent purchaser of such common shares, and (ii) holds the Common Shares as capital property (a “ Holder ”). Common Shares will generally be considered to be capital property to a Holder unless such securities are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is based upon: (i) the current provisions of the Tax Act in force as of the date hereof; (ii) all specific proposals (the “ Tax Proposals ”) to amend the Tax Act that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date hereof; and (iii) counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency made publicly available prior to the date hereof. This summary assumes that all such Tax Proposals will be enacted in the form currently proposed, but no assurance can be given that they will be enacted in the form proposed or at all. This summary does not otherwise take into account or anticipate any changes in law, administrative policy or assessing practice, whether by legislative, regulatory, administrative, governmental or judicial decision or action, nor does it take into account the tax laws of any province or territory of Canada or of any jurisdiction outside of Canada.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder and no representations with respect to the income tax consequences to any holder are made. Accordingly, prospective investors are urged to consult their own tax advisors about the specific tax consequences to them of acquiring, holding and disposing of Common Shares in their particular circumstances. This summary also does not discuss the deductibility of interest paid by a holder that borrows money to acquire Common Shares pursuant to the Offering.

Residents of Canada

This section of the summary applies to a Holder who, for the purposes of the Tax Act and at all relevant times, is, or is deemed to be, resident in Canada (a “ Resident Holder ”). This summary is not applicable to a Resident Holder: (i) that is a “specified financial institution” within the meaning of the Tax Act; (ii) an interest in which is a “tax shelter investment” within the meaning of the Tax Act; (iii) that is a “financial institution” within the meaning of section 142.2 of the Tax Act; (iv) that reports its “Canadian tax results” within the meaning of the Tax Act in a currency other than Canadian currency; (v) that enters into or will enter into, with respect to the Common Shares, a “derivative forward agreement,” a “synthetic disposition arrangement” or a “dividend rental arrangement”, each within the meaning of the Tax Act; or (vi) that is a corporation and is, or becomes, or does not deal at arm’s length with a corporation resident in Canada that is, or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the Common Shares, controlled by a (a) non-resident corporation, (b) non-resident individual, (c) nonresident trust, or (d) group of any of the foregoing who do not deal at arm’s length with each other, for the purposes

of “the foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors with respect to an investment in the Common Shares.

A Resident Holder whose Common Shares do not otherwise qualify as capital property may, in certain circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such Common Shares, and any other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year in which the election is made and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult their own tax advisors as to whether an election under subsection 39(4) of the Tax Act is available and advisable in their particular circumstances.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any taxable dividend received, or deemed to be received, in the year on the Common Shares. In the case of a Resident Holder that is an individual (other than certain trusts), such dividend will be subject to the gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends received from taxable Canadian corporations. Taxable dividends received from a taxable Canadian corporation that are designated by the corporation as “eligible dividends” will be subject to an enhanced gross-up and tax credit regime in accordance with the rules in the Tax Act. There may be limitations on the Company’s ability to designate dividends as “eligible dividends.”

In the case of a Resident Holder that is a corporation, the amount of any such taxable dividend must be included in computing its income for a taxation year but will generally be deductible in computing the corporation’s taxable income for that taxation year, subject to the rules and the restrictions of the Tax Act in that regard. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” or a “subject corporation”, each as defined in the Tax Act, will generally be liable to pay an additional tax under Part IV of the Tax Act on dividends received or deemed to be received on the Common Shares to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the year. Such additional tax may be refundable in certain circumstances.

Disposition of Common Shares

A Resident Holder who disposes of, or is deemed for the purposes of the Tax Act to have disposed of, a Common Share (other than to the Company unless purchased in an open market in a manner in which shares are normally purchased by a member of the public in an open market) will generally realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base to the Resident Holder of the Common Share immediately before the disposition or deemed disposition. The adjusted cost base to the Resident Holder of a Common Share acquired pursuant to this Offering will be determined by averaging the cost of such Common Share with the adjusted cost base of all other Common Shares owned by the Holder, if any, as capital property immediately before that time.

A Resident Holder will generally be required to include in computing its income for the taxation year of disposition, one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will generally be required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in the taxation year of disposition against taxable capital gains realized in the same taxation year. Allowable capital losses in excess of taxable capital gains realized in a taxation year of disposition may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such taxation years, to the extent and under the circumstances specified in the Tax Act.

If a Resident Holder is a corporation, the amount of any capital loss realized by such Resident Holder on a disposition or deemed disposition of Common Shares may, in certain circumstances, be reduced by the amount of any dividends which have been received or which are deemed to have been received on such Common Shares (or on shares for which the Common Shares have been substituted) to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or a beneficiary of a trust

that owns Common Shares directly or indirectly through a partnership or a trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on certain investment income, including taxable capital gains. Such Resident Holders should consult their own tax advisors.

Alternative Minimum Tax

In general terms, a Resident Holder who is an individual (other than certain trusts) that receives or is deemed to have received taxable dividends on the Common Shares or realizes a capital gain on the disposition or deemed disposition of Common Shares may be liable for alternative minimum tax under the Tax Act. Resident Holders that are individuals should consult their own tax advisors in this regard.

Non-Resident Holders

This section of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty convention and at all relevant times: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold, and will not be deemed to use or hold, Common Shares in the course of carrying on a business in Canada (a “ Non-Resident Holder ”). This summary does not apply to a Non-Resident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or is an “authorized foreign bank” (as defined in the Tax Act) and such Non-Resident Holders should consult their own tax advisors.

Dividends

Dividends paid or credited, or deemed under the Tax Act to be paid or credited, by the Company to a Non-Resident Holder on the Common Shares will generally be subject to Canadian non-resident withholding tax at the rate of 25% of the gross amount of the dividend, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. For example, where the Non-Resident Holder is a resident of the United States for purposes of the Canada–United States Income Tax Convention (1980) (the “ Convention ”), is fully entitled to benefits under the Convention and is the beneficial owner of the dividends, the applicable rate of Canadian withholding tax is generally reduced to 15% (or 5% in the case of a resident of the United States that is a corporation beneficially owning at least 10% of the Company’s voting shares). Not all persons who are residents of the United States will qualify for the benefits of the Convention. Non-Resident Holders should consult their tax advisors in this regard.

Dispositions of Common Shares

A Non-Resident Holder who disposes of, or is deemed to have disposed of, a Common Share will not be subject to income tax under the Tax Act in respect of any capital gain realized on the disposition unless, at the time of disposition: (i) the Common Share is, or is deemed to be, “taxable Canadian property” of the Non-Resident Holder; and (ii) the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, Common Shares acquired pursuant to this Offering will not constitute taxable Canadian property to a NonResident Holder at a particular time provided that the Common Shares are listed at that time on a designated stock exchange (which currently includes the TSXV), unless at any time during the 60-month period that ends at the particular time: (a) at least 25% or more of the issued shares of any class or series of the capital stock of the Company were owned by or belonged to one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length (for the purposes of the Tax Act), and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships; and (b) at such time, more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one, or any combination of, real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act) or options in respect of, interests in or for civil law rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, a Common Share may be deemed to be “taxable Canadian property” in certain circumstances.

In the event that a Common Share constitutes taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act pursuant to an applicable income tax treaty or convention between Canada and the country in which the Non- Resident Holder is resident, the income tax consequences discussed above for Resident Holders under “ Residents of Canada – Dispositions of Common Shares ” will generally apply to the Non Resident Holder. Non-Resident Holders whose Common Shares are, or may be, taxable Canadian property should consult their own tax advisors.

RISK FACTORS

An investment in the Company is subject to a number of risks, including those set forth herein and in the Annual Information Form and Management’s Discussion and Analysis incorporated by reference herein. Holders of Common Shares should carefully consider these risks, in addition to information contained in this Prospectus and the information incorporated by reference herein. If any of these or other risks occur, the Company’s business, prospects, financial condition, results of operations and cash flows could be materially and adversely impacted. In that case, the trading price of the Common Shares could decline and investors could lose all or part of their investment in the Common Shares. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks. Additional risks and uncertainties not currently known to the Company, or that are currently deemed immaterial, may also materially and adversely affect the Company’s business prospects, financial condition, results of operations or cash flows.

Risk Related to Permitting at the Kay Mine Project

Permitting would be governed by Arizona State agencies and the BLM. The Kay Mine Project’s mining claims are patented mining claims (private land) or BLM unpatented mining claims, which have a well-regulated permitting process. Many underground mines in Arizona are in operation or construction on similar types of claims under BLM permitting jurisdiction. Importantly, permitting for the project would not be governed by the U.S. Forest Service nor Indigenous peoples, which have caused permitting issues for other Arizona mining operations. The Company has had extensive consultations with the relevant regulatory bodies with respect to obtaining the requisite government permits for the development of the Kay Mine Project, all indicating a clear path to mine permitting provided that all requisite permitting standards are met.

As well, the Company has commissioned and completed independent biological and archaeological reports for the Kay Mine Project, to show that there are no endangered plants or animals, or cultural artifacts in the vicinity of the Company’s drill operations. The Company has received significant political support for the Kay Mine Project. The Company has been in contact with local, County, and State political representatives since the beginning of drilling in January, 2020, with resulting letters of support from state Congressmen, Co-Chair of the Arizona State Legislature Mining Caucus, and the President of the Arizona State Senate for both drilling operations and future construction of a mine. The Company has not experienced local opposition, and occasional contacts with local residents have been largely positive.

Based on these factors, the Company currently does not anticipate problems with obtaining the requisite regulatory permits. Nevertheless, permitting is subject to the approval of the relevant regulatory bodies and due to the proximity of the Kay Mine Project to Black Canyon City in Yavapai County, Arizona, and as with most mining projects, there is the potential for public opposition to the Kay Mine Project, which could delay or affect the Company’s ability to obtain such permits.

Risk Related to COVID-19

On March 27, 2020, in response to the COVID-19 pandemic and a “stay-at-home” order issued by the State of Arizona, the Company announced the temporary suspension of its drill program at the Kay Mine Project, in order to protect the safety of employees, contractors, and the local community. On May 15, 2020, the date upon which the State of Arizona “stay-at-home” order expired, the Company announced that its drill program would resume on May 21, 2020. The Company contacted two drill rigs from drill contractor Board Longyear to resume drilling. Board Longyear instituted precautionary measures to COVID-19, including COVID-19 monitoring procedures for all drill crewmembers, which included daily temperature and symptom checks. The Company was provided with daily health tracking updates for the drill crews and instituted its own social distancing policies for employees on site.

Although the Company believes that the pandemic will not impact the Company’s ability to maintain its operations, the future impacts of the pandemic on the Company’s operations cannot be predicted as many of the factors are not within the control of the Company. The extent to which the coronavirus may impact the Company’s business activities will depend on future developments, such as the geographic spread of the disease, the duration of an outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in Canada, the United States of America and other countries to contain and treat the disease. These events are highly uncertain and as such, the Company cannot determine their impact at this time.

The Company may face future disruption to operations, supply chain delays, travel and trade restrictions and impact on economic activity in affected countries or regions can be expected and can be difficult to quantify. Such pandemics or diseases represent a serious threat to maintaining a skilled workforce and could be a major health-care challenge for the Company. There can be no assurance that the Company’s personnel will not be impacted by these pandemics. In addition, the COVID-19 pandemic created a slowdown in the global economy. The duration of the COVID-19 outbreak and the resultant travel restrictions, social distancing, government response actions, business closures and business disruptions, can all have an impact on the Company’s operations and access to capital. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by the COVID19 pandemic on global financial markets that may reduce commodity prices, share prices and financial liquidity and thereby that may severely limit the financing capital available to the Company.

Risks Related to the Offering

Use of Proceeds

The Company intends to use the net proceeds from the Offering as described under “Use of Proceeds”. However, management will have discretion in the actual application of the proceeds, and may elect to allocate proceeds differently from that described under “Use of Proceeds” if it believes that it would be in the best interests of the Company to do so or if circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Company.

Potential Volatility of Share Price

The market price for the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company’s control, including the following: (i) actual or anticipated fluctuations in the Company’s quarterly results of operations; (ii) recommendations by securities research analysts; (iii) changes in the economic performance or market valuations of other issuers that investors deem comparable to the Company; (iv) addition or departure of the Company’s executive officers and other key personnel; (v) release or expiration of lock-up or other transfer restrictions on outstanding Common Shares; (vi) sales or perceived sales of additional Common Shares; (vii) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors; and (viii) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Company’s industry or target markets.

Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of public entities and that have, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such entities. Accordingly, the market price of the Common Shares may decline even if the Company’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. Certain institutional investors may base their investment decisions on consideration of the Company’s environmental, governance and social practices and performance against such institutions’ respective investment guidelines and criteria, and failure to satisfy such criteria may result in limited or no investment in the Common Shares by those institutions, which could materially adversely affect the trading price of the Common Shares. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue for a protracted period of time, the Company’s operations and the trading price of the Common Shares may be materially adversely affected.

Return on Investment is Not Guaranteed

There can be no assurance regarding the amount of income to be generated by the Company. The Common Shares are equity securities of the Company and are not fixed income securities. Unlike fixed income securities, there is no obligation of the Company to distribute to shareholders a fixed amount or any amount at all, or to return the initial purchase price of a Common Share on any date in the future. The market value of the Common Shares may deteriorate if the Company is unable to generate sufficient positive returns, and that deterioration may be significant.

Dilution

The number of Common Shares that the Company is authorized to issue is unlimited. The Company may, in its sole discretion, issue additional Common Shares from time to time subject to the rules of any applicable stock exchange on which the Common Shares are then listed and applicable securities law. The issuance of any additional Common Shares may have a dilutive effect on the interests of holders of Common Shares. To the extent that any of the net proceeds of the Offering remain un-invested pending their use, or are used to pay down existing indebtedness with a low interest rate, the Offering may result in substantial dilution on a per Common Share basis to the Company’s net income and certain other financial measures used by the Company.

Market Discount

The price of the Common Shares will fluctuate with market conditions and other factors. If a holder of Common Shares sells its Common Shares, the price received may be more or less than their original investment. The Common Shares may trade at a discount from their book value. The Common Shares may trade at a price that is less than the Offering Price. This risk may be greater for investors who sell their Common Shares relatively shortly after closing of the Offering.

Negative Operating Cash Flow

The Company has no history of generating revenue, and during the years ended December 31, 2020 and December 31, 2019, the Company had negative cash flow from operating activities. The Company anticipates it will continue to have negative cash flow from operating activities and net losses in future periods unless and until the Company achieves production and sales from the Kay Mine Project or Sugarloaf Peak Project. A portion of the net proceeds from the Offering will be used to fund negative cash flow from operating activities in future periods.

LEGAL MATTERS

Certain legal matters in connection with the Offering and the distribution of the Offered Shares qualified by this Prospectus will be passed upon on behalf of the Company by WeirFoulds LLP and on behalf of the Underwriters by Miller Thomson LLP. As of the date hereof, WeirFoulds LLP, as a group, and Miller Thomson LLP, as a group, respectively beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Company.

AUDITORS AND TRANSFER AGENT AND REGISTRAR

McGovern Hurley LLP is the auditor of the Company and has confirmed that it is independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

The transfer agent and registrar for the Common Shares is TSX Trust Company at its principal offices in Toronto, Ontario.

INTERESTS OF EXPERTS

Mr. Scott Close, M.Sc., P.Geo, a consulting exploration geologist with Ethos Geological LLC, is the “qualified person” as defined in NI 43-101 who authored certain sections of the Sugarloaf Peak Technical Report. To the

knowledge of the Company, nether Mr. Close nor the firm he works with, had an interest in any securities or other properties of the Company as at the date hereof.

Mr. David S. Smith, MS, MBA, CPG, of Highlands Geoscience LLC and Vice-President of Exploration of the Company, is the “qualified person” who authored the Kay Mine Technical Report and certain sections of the Sugarloaf Peak Technical Report, and who reviewed and approved the scientific and technical information, including the estimated budgets, under the heading “Use of Proceeds” disclosed in this Prospectus and the scientific and technical information in the documents incorporated by reference herein. Mr. Smith is a consultant and Vice President of Exploration of the Company, owns 50,000 Common Shares and holds 100,000 options to purchase Common Shares.

AGENT FOR SERVICE OF PROCESS

Mr. David S. Smith is an officer of the Company who resides outside of Canada. Mr. Scott Close lives outside of Canada and is required to provide consent under Part 10 of NI 41-101. Mr. Smith and Mr. Scott have each appointed the Company as their agent for service of process. The Company’s address for service of process is 66 Wellington Street West, Suite 4100, Toronto, Ontario, M5K 1B7.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

CERTIFICATE OF THE COMPANY

Dated: October 28, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of the Qualifying Jurisdictions.

“ Marc Pais ” “ Sung Min Myung ”

By: MARC PAIS By: SUNG MIN MYUNG President and Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors

“ Rick Vernon ” “ Colin Sutherland ”

By: RICK VERNON By: COLIN SUTHERLAND Director Director

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CERTIFICATE OF THE UNDERWRITERS

Dated: October 28, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of the Qualifying Jurisdictions.

STIFEL NICOLAUS CANADA INC.

CLARUS SECURITIES INC.

“ Matthew Gaasenbeek ”

“ Robert Orviss ”

By: MATTHEW GAASENBEEK Vice-Chairman, Managing Director, Co-Head of Investment Banking Canada

By: ROBERT ORVISS Managing Director, Investment Banking

BEACON SECURITIES LIMITED

“ Daniel Belchers ”

By: DANIEL BELCHERS Managing Director, Investment Banking

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CERTIFICATE OF THE PROMOTERS

Dated: October 28, 2021

“ Marc Pais ”

“ Paul Reid ”

By: MARC PAIS Promoter

By: PAUL REID Promoter

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AI assistant

Arizona Metals Corp. — Capital/Financing Update 2021

47519_rns_2021-10-29_ed932fd7-7ac1-4e9a-ac22-02775667e239.pdf

PRELIMINARY SHORT FORM PROSPECTUS

New Issue and Secondary Offering