Axcap Ventures signs deal to acquire Taura Gold

Executive Summary

• Axcap Ventures Inc. will acquire all issued and outstanding shares of Taura Gold Inc. via a court‑approved plan of arrangement, resulting in Taura’s delisting from the TSX‑V.
• Concurrent $12.5 million private placement at C$0.10 per share (no warrants) fully subscribed, with strong insider participation; proceeds to fund property payments on the Converse project and general corporate purposes.
• Post‑transaction, Axcap will consolidate shares 1‑for‑10, rename to Roxmore Resources Inc., and install former Roxgold principals (John Dorward as CEO/Executive Chair) plus new board members.

Key Details

• Acquisition Terms – Taura shareholders receive 2 Axcap shares per Taura share on a pre‑consolidation basis; after the deal, Taura owners will hold ~6 % of the fully diluted resulting issuer.
• Financing Structure – Private placement of 125 million Axcap common shares at C$0.10 each for gross proceeds of $12.5 M; no warrant feature.
• Use of Proceeds – Satisfy property‑payment obligations on the Converse gold project and general corporate purposes.
• Share Consolidation & Name Change – 1 Axcap share will be exchanged for every 10 existing shares; company to rename from Axcap Ventures Inc. to Roxmore Resources Inc.
• Management Changes – John Dorward appointed CEO & Executive Chair; Oliver Lennox‑King, Paul Criddle, Richard Colterjohn join the board; Blake McLaughlin becomes EVP‑Development (and resigns current role); Vance Spalding appointed EVP‑Exploration; Zeenat Lokhandwala named CFO/Corporate Secretary; Kevin Ma to resign as CFO.
• Equity Incentives – Upon closing, 8 M restricted share units (RSUs) will be issued (subject to shareholder ratification); if not approved, cash value payable. Additionally, 4.5 M stock options at C$0.125 per share with three‑year term granted to certain management.
• Board Reconstitution – New five‑member board: John Dorward, Oliver Lennox‑King, Paul Criddle, Richard Colterjohn, and Blake McLaughlin (subject to resignations/replacements noted).
• Shareholder Meetings – Annual/special meeting of the resulting issuer slated for 14 Nov 2025; Taura shareholders to vote on the arrangement and delisting.
• Approval Requirements – Transaction requires ≥66⅔ % approval of Taura shareholders, a simple majority of remaining votes, court sanction, CSE/TSX‑V approvals, and satisfaction of customary closing conditions.
• Termination Fee – Arrangement includes a termination fee payable to Axcap if Taura terminates the agreement under specified circumstances.
• Debt Settlement – Axcap will issue 6 M shares at C$0.10 each to settle $600 k of related‑party debt (settlement value = 50 % of face amount).
• Converse Gold Project – NI 43‑101 resource estimate (Feb 13 2025): Measured & Indicated 330.1 M t @ 0.53 g/t Au (5.57 Moz); Inferred 24.8 M t @ 0.53 g/t Au (0.42 Moz). Recent drilling intersected 10.85 m @ 5.45 g/t Au.
• Technical Review – Qualified Person Blake McLaughlin, P.Geo., reviewed and approved the technical disclosure; not independent per NI 43‑101.

Notable Quotes

• “This is a strong transaction for both Axcap and Taura shareholders… I am excited for the future of the company and to see a rare multimillion‑ounce U.S. gold asset partnered with a proven team of builders and operators.” – Tyron Breytenbach, Co‑founder & Director, Axcap Ventures.
• “Nevada is a leading jurisdiction and Converse is one of the largest resources in Nevada not in the hands of a major mining company… we are delighted to be back in Nevada with such a promising project.” – John Dorward, President & CEO, Taura Gold.