Axcap Ventures signs deal to acquire Taura Gold

Mr. Tyron Breytenbach of Axcap Ventures reports AXCAP TO JOIN FORCES WITH FORMER PRINCIPALS OF ROXGOLD TO ADVANCE THE LARGE CONVERSE GOLD PROJECT IN NEVADA Axcap Ventures Inc. and Taura Gold Inc. have entered into an arrangement agreement dated Sept. 8, 2025, whereby Axcap will acquire all of the issued and outstanding common shares of Taura by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Upon completion of the proposed arrangement, Axcap (as it exists upon completion of the proposed transaction) will remain listed on the Canadian Securities Exchange, will continue to carry its existing business activities and will begin to carry on the business of Taura, and Taura will be delisted from the TSX Venture Exchange. Key highlights: Axcap to be led by John Dorward as chief executive officer and executive chair; Concurrent $12.5-million institutional financing with strong insider participation; Leading investors include Mike Gentile, ICM Ltd. and Avenue Investment Management. Management and board changes: Former principals of Roxgold Inc., including Mr. Dorward, to join Axcap as CEO and executive chairman, with Oliver Lennox-King, Paul Criddle and Richard Colterjohn to join the Axcap board of directors; Blake McLaughlin to continue with Axcap as executive vice-president and Mario Vetro and Tyron Breytenbach to remain as directors. Companion $12.5-million private placement: Axcap has arranged a private placement of $12.5-million at 10 cents per common share (no warrant feature), which has been fully placed; The officers and directors will own approximately 16 per cent of the total issued and outstanding Axcap shares following the completion of the proposed transaction and concurrent offering. Acquisition offer for Taura Gold: Axcap has agreed to acquire all of the outstanding Taura shares, a TSX-V-listed company, on the basis of two Axcap shares per Taura share, on a preconsolidation basis (as defined below); upon closing of the proposed transaction and concurrent offering, the shareholders of Taura would own approximately 6 per cent of the issued and outstanding shares of the resulting issuer on a fully diluted basis. Proposed share consolidation and name change: Consolidation of Axcap shares on a 1:10 basis; Name change from Axcap to Roxmore Resources Inc. Mr. Breytenbach, co-founder and director of Axcap, stated: "This is a strong transaction for both Axcap and Taura shareholders. Having covered the Roxgold success story as an analyst, I have no doubt that Taura's experienced team will unlock the significant potential of the large Converse project. 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." Mr. Dorward, president and chief executive officer of Taura, stated: "Nevada is a leading jurisdiction and Converse is one of the largest resources in Nevada not in the hands of a major mining company, so we are very pleased to be joining the team to bring it forward and realize its potential. A number of our team have significant experience in the region from our time at Fronteer Gold (sold to Newmont [for] greater than $2-billion (U.S.)) and we are delighted to be back in Nevada with such a promising project." Converse gold project The Converse project is located in the prolific Battle Mountain trend in northern Nevada, home to one of the largest gold-producing regions in the world. It is located adjacent to the producing Marigold and Lone Tree mines and has ready access to grid power and existing water rights. In addition to a large existing open-pit resource, Axcap recently identified a new higher-grade zone at depth, including 10.85 metres grading 5.45 grams per tonne gold, that remains open for expansion and further testing. The Converse project was acquired by Axcap in February, 2025. The Converse project has a National Instrument 43-101 mineral resource estimate dated Feb. 13, 2025, which includes measured and indicated resources of 330.1 million tonnes at 0.53 g/t Au for 5.57 million ounces and an inferred resource of 24.8 million tonnes at 0.53 g/t Au for 420,000 ounces. The mineralization presents as a bulk-tonnage deposit with near-surface geometry. Axcap announced the intention to initiate a preliminary economic study (PEA) on the Converse project in July, 2025, which envisions exploitation through a bulk-tonnage, open-pit, heap-leach configuration, which will be accelerated under the new management. The mineral resource estimate is presented in the following table. A substantial amount of metallurgical test work, including bottle-roll and column tests, along with comminution analysis, has been completed on the project over a number of campaigns between 2004 and 2020. A column test work program conducted by Kappes Cassidy & Associates in 2018, with material conventionally crushed to 9.5 millimetres (three-eighths inch), returned average recoveries of 65 per cent. More information about the Converse project can be found in the technical report entitled "Amended and Restated NI 43-101 Technical Report and Mineral Resource Update, Converse Property, Humboldt County, Nevada, USA," with an effective date and a report date of Feb. 13, 2025, available on Axcap's SEDAR+ profile. Resulting issuer leadership Closing of the concurrent offering is conditional on the following changes being made to Axcap's management: Mr. Dorward will be appointed chief executive officer and executive chair. Mr. McLaughlin will be appointed executive vice-president, development, and will resign from his current position at Axcap. Vance Spalding will be appointed executive vice-president, exploration. Zeenat Lokhandwala will be appointed chief financial officer and corporate secretary. Kevin Ma will resign as chief financial officer. Luis Zapata will resign as president. In connection with the changes to management, an aggregate of eight million restricted share units (RSUs) will be issued on closing of the concurrent placement. These RSUs will be subject to the ratification of the Axcap shareholders at its next annual meeting of shareholders, which meeting will also seek the approval and ratification of a new omnibus incentive that has been adopted by the board of directors of Axcap. In the event that the RSUs are not approved by shareholders, the holders will receive the cash value of the RSUs. An aggregate of 4.5 million options will be issued on closing of the concurrent offering to certain management with an exercise price of 12.5 cents per Axcap share and a term of three years. Closing of the concurrent offering is conditional on Axcap's board of directors being reconstituted to comprise the following five members: Mr. Vetro; Mr. Zapata; Mr. Breytenbach; Mr. Dorward; Mr. Lennox-King. At closing of the proposed transaction, Mr. Zapata will resign from the board of directors of the resulting issuer and Mr. Colterjohn will be appointed to replace him. An annual and special meeting of shareholders of the resulting issuer is expected to be scheduled for Nov. 14, 2025, where the following individuals are expected to be nominated for election to the board of directors, among other matters: Mr. Dorward; Mr. Lennox-King; Mr. Colterjohn; Mr. Criddle; Robert Eckford; Mr. Breytenbach; Mr. Vetro. Proposed transaction summary The proposed transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The proposed transaction will require approval by 66-2/3rds per cent of the votes cast by Taura shareholders. The proposed transaction will also require approval of a simple majority of votes case by the shareholders of Taura, excluding those votes attached to Taura shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. In addition to shareholder and court approvals, the proposed transaction is subject to applicable regulatory approvals, including CSE approval, TSX-V approval, the completion of the concurrent offering, the completion of the consolidation and name change (described below), the changes to the board and management of the resulting issuer described in this press release, and the satisfaction of certain other closing conditions customary in transactions of this nature. The arrangement agreement also includes customary provisions, including reciprocal non-solicitation provisions, and a termination fee payable to Axcap in the event Taura terminates the arrangement agreement under certain circumstances. The parties to the proposed transaction are arm's length and no finder's fees are payable in connection with the proposed transaction or concurrent offering. Taura shareholders will receive 2.00 Axcap shares (on a preconsolidation basis, which is further described below) for each Taura share held on completion of the proposed transaction. Axcap currently has 305,757,698 Axcap shares issued and outstanding. Pursuant to the terms of the arrangement agreement, Axcap will issue Taura shareholders an aggregate of 45,966,944 Axcap shares (on a preconsolidation basis). Assuming completion of the proposed transaction, the concurrent offering to raise the maximum proceeds and the debt settlement, Axcap will have 482,724,642 Axcap shares (on a preconsolidation basis) issued and outstanding on a non-diluted basis. Existing Taura shareholders will own approximately 6 per cent of the resulting issuer on a fully diluted basis. In connection with the proposed transaction, Axcap has arranged the concurrent offering of Axcap shares at a price of 10 cents per Axcap share for gross proceeds of $12.5-million. The net proceeds of the concurrent offering are expected to be used by the resulting issuer to satisfy certain coming property payments in connection with Axcap's Converse project and for general corporate purposes. As commitments to participate in the concurrent offering have been received, the concurrent offering is expected to close on or prior to Sept. 18, 2025. Completion of the concurrent offering is subject to receipt of signed subscription agreements, CSE and other necessary regulatory approvals. The Axcap shares issued pursuant to the concurrent offering shall be subject to a four-month-plus-one-day hold period commencing on the closing of the concurrent offering under applicable Canadian securities laws. Insiders of Axcap will participate in the concurrent offering. By virtue of their participation, the concurrent offering would constitute a related party transaction under applicable securities laws. Axcap expects to release a material change report, including details with respect to the related party transaction, less than 21 days prior to the closing of the concurrent offering, which Axcap deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the concurrent offering in an expeditious manner. As the related party transaction will not exceed specified limits and will constitute a distribution of securities for cash, it is expected that neither a formal valuation nor minority shareholder approval will be required in connection with the concurrent offering. Senior officers and directors of Taura, which hold approximately 33 per cent of the outstanding Taura shares, have entered into voting support agreements, pursuant to which they have agreed, among other things, to vote their Taura shares in favour of the proposed transaction. In connection with the proposed transaction, Taura will convene a meeting of shareholders at which shareholders will have the opportunity to vote on the proposed transaction and Taura's delisting from the TSX-V upon completion of the proposed transaction. Full details of the proposed transaction and Taura's proposed delisting from the TSX-V will be contained in the management information circular of Taura to be mailed to Taura's shareholders in due course and subsequently posted on Taura's profile on SEDAR+. It is anticipated that the Taura shareholder meeting and closing of the proposed transaction will take place in the last quarter of 2025. Recommendations by boards of directors The arrangement agreement has been unanimously approved by the boards of directors of each of Axcap and Taura after consultation with their respective financial and legal advisers, as applicable. Following the recommendation of the special committee of the board of directors of Taura, the Taura board of directors recommends that its shareholders vote in favour of the proposed transaction. The board of directors of Taura has received an opinion from Evans & Evans Inc. to the effect that, based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Taura shareholders pursuant to the proposed transaction is fair, from a financial point of view, to Taura shareholders. Advisers and counsel Evans & Evans is acting as financial adviser to Taura. Cassels Brock & Blackwell LLP is acting as Taura's legal counsel. McMillan LLP is acting as Axcap's legal counsel. Proposed consolidation and name change Axcap intends to consolidate all of the issued and outstanding Axcap shares on the basis of one new Axcap share for every 10 existing Axcap shares outstanding, and the exchange ratio will be adjusted accordingly. In addition, Axcap intends to change its name to Roxmore Resources Inc. or such other name as may be agreed upon by the parties. The name change and consolidation will be conditions of the closing of the proposed transaction. Shares for debt Axcap intends to issue an aggregate of six million Axcap shares at 10 cents per Axcap share in settlement of $600,000 of debt owed to certain related parties. The debt settlement has a settlement value of 50 per cent of the face value of the initial debt. Qualified person Blake McLaughlin, PGeo, who is the qualified person as defined by NI 43-101, has reviewed and approved of the technical disclosure contained in this news release related to Axcap. Mr. McLaughlin is an officer of Axcap and therefore not independent pursuant to NI 43-101. Additional information Readers are cautioned that, except as disclosed in the management information circular of Taura to be prepared and delivered by Taura in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the proposed transaction will be completed as proposed or at all. The proposed transaction is not expected to constitute a fundamental change for Axcap (as defined in the policies of the CSE), nor is it expected to result in a change of control of Axcap, within the meaning of applicable securities laws and the policies of the CSE. All securities issued pursuant to the proposed transaction will be issued under prospectus exemptions pursuant to NI 45-106, Prospectus Exemptions, of the Canadian Securities Administrators and may be subject to an applicable statutory hold period along with any escrow restrictions imposed under applicable securities laws. About Axcap Ventures Inc. Axcap Ventures is focused on consolidating neglected resources in the United States and Canada that it believes are constrained by drilling, not geology. Axcap's goal is to deliver a portfolio of development-ready gold resources into the next gold cycle and to raise capital and grow these neglected orebodies when conventional single-asset explorers are shut out of the market. About Taura Gold Inc. Taura is focused on gold exploration in Canada. It is currently actively exploring the Shabu project in the Red Lake district of Northwestern Ontario. Taura is also active in assessing acquisition and joint venture opportunities in various jurisdictions from time to time. Further information All information contained in this news release with respect to Axcap and Taura was supplied by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party. For certainty, all information in this release with respect to the business of Taura was supplied by Taura for inclusion herein, and Axcap and its directors and officers have relied on Taura for any information related thereto. We seek Safe Harbor.