Azco Mining and Princeton Mining propose merger.

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sept. 27, 1995-- --The boards of directors of Azco Mining Inc. ("Azco") and Princeton Mining Corporation ("Princeton") are pleased to announce a proposed merger of the companies to form a single company.

The corporate objective of the merged entity is to build a multi- mine, low cost copper producer with a targeted annual production of 150 to 200 million pounds of copper per year within the next five years.

Under the terms of the proposed merger, Princeton's shares are to be consolidated on a 5:1 basis. Each Princeton shareholder will receive one share of the merged entity and one half share purchase warrant for each consolidated Princeton share held.

One full share purchase warrant will entitle the holder to acquire one share of the merged entity at $3.95 per share for a period of 12 months and at $4.25 per share for a subsequent period of 12 months. Each Azco shareholder will receive 0.57 shares of the merged entity for each share of Azco held.

All existing options and warrants for each company will be converted to options and warrants of the merged entity on a pro rata basis. Following completion of the merger, the merged entity will have issued and outstanding 31,976,547 shares which will be held as follows; -0-

Existing Azco shareholders:        14,534,794
Existing Princeton shareholders:   17,441,753
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Total                              31,976,547

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The merger is subject to a number of conditions including regulatory approval, receipt of fairness opinions, definitive documentation and shareholder approval. Shareholder meetings for both companies to approve the merger are expected in January 1996.

Management of both companies have conducted due diligence reviews. It is anticipated that the merged entity will trade on the facilities of The Toronto Stock Exchange and the American Stock Exchange.

Azco Mining Inc., a U.S. based mining company established in 1988, has developed combined copper deposits in excess of 2.5 billion pounds on its three porphyry copper properties. Two of the properties are located in Mexico with the third property located in Arizona.

All are amenable to open pit mining and SX-EW processing to produce low cost cathode copper on site.

The Sanchez project, which is located in east-central Arizona contains over 1.1 billion pounds of recoverable copper and is in an advanced stage of development, fully permitted and ready for construction. The Piedras Verdes project is located in the Sonora state of Mexico.

The Piedras Verdes project has a drill indicated deposit in excess of 1.4 billion pounds of copper based on 88,000 feet of drilling completed to date. This deposit is open for expansion. The Suaqui Verde project is also located in Sonora, Mexico.

Based on the limited drilling completed to date, a deposit containing nearly 200 million pounds of copper has been identified.

Azco also hereby announces that Azco shareholders, as of an October 9, 1995 record date, will be voting at a November 14, 1995 annual and special shareholders meeting on the company's proposed sales of the Sanchez project and 70 percent of the Piedras Verdes project to a major U.S. copper producer for US $40 million. The proposed merger is not conditional on the outcome of the shareholder vote.

Princeton is a Canadian mining company with interests in three major copper projects; Similco, an operating open pit mine, Huckleberry, a mine in the development stage and Elenita, an SX-EW project in the pre-feasibility stage. Princeton's total copper resources are in excess of 2 billion pounds.

The Similco mine is currently processing 26,000 tons per day to produce 40 million pounds copper and 24,000 ounces gold in concentrates per year.

The Huckleberry project involves the development of an open pit copper mine in central B.C. Based on a bankable feasibility study recently completed by H.A. Simons, a major engineering firm, capital costs for the mine and processing facilities are estimated to be $137 million (U.S. $100 million) producing approximately 65 million pounds of copper per year at an average net cost of U.S.$0.65 per pound of copper for the first five years of the anticipated 15 year life.

Agreements are in an advanced stage with a consortium of major Japanese companies to; provide a U.S. $60 million project loan, acquire a 40 percent equity interest in the project and provide a long term concentrate purchase agreement. A production decision is pending the issuance of a mine development certificate and a B.C. Government infrastructure loan, both expected to be approved in late October, 1995.

Princeton's U.S. $12 million contribution to the capital cost has been arranged.

In Chile, Princeton is advancing the Elenita oxide copper deposit with a geological resource of 240 million pounds of contained copper. The project is amenable to open pit mining, heap leaching and SX-EW processing. Leach tests have resulted in 80 percent copper recovery in 160 days.

The deposit is open to expansion in a number of directions and to depth and is currently the subject of a preliminary feasibility study by H.A. Simons. In addition, Princeton holds numerous exploration properties in Chile, including the Nancagua gold project, which have been subject to drilling programs in 1995.

The boards of directors of both Azco and Princeton are of the view that the Merger will enhance value for the shareholders of both companies by creating a new, mid-sized copper producer which will achieve annual production to its own account of approximately 85 million pounds by 1997 through the development of the Huckleberry Mine.

The respective boards are further of the view that the managements and operating strengths of the two companies combined with the economies of scale, multi-mine diversification and enhanced shareholder liquidity will provide the base upon which the merged entity will develop into a significant producer of copper, with the objective of producing 150 million to 200 million pounds of low cost copper per year within the next five years.

Mr. Alan Lindsay Chairman and C.E.O. Azco Mining Inc.

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Note to Editors: This news release has been prepared by managements of the Companies who take full responsibility for the contents. The American Stock Exchange and the Toronto Stock Exchange neither approve nor disapprove the contents of this news release.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

CONTACT: Azco Mining

Alan P. Lindsay (Chairman and CEO)

Anthony Harvey (Vice Chairman, Executive VP)

Paul Lathigee (VP, Investor Relations),

800/563-7939