Axcap Ventures closes $12.5-million offering

Executive Summary

• Axcap Ventures closed a non‑brokered private placement concurrent offering of 125 million common shares at C$0.10 per share, raising gross proceeds of $12.5 million.
• Net proceeds will be used to fund upcoming property payments for the Converse gold project in Nevada and for general corporate purposes; an additional 6 million shares were issued to settle $600,000 of related‑party debt.
• Significant senior management and board reconstitutions were announced, including appointment of John Dorward as CEO & Executive Chair and new executive vice‑presidents for development and exploration.

Key Details

• Offering Size & Price: 125 million Axcap common shares at C$0.10 per share → gross proceeds $12.5 M.
• Use of Proceeds: Satisfy property payments on the Converse gold project (Battle Mountain trend, NV) and general corporate purposes.
• Hold Period: Shares subject to a four‑month plus one‑day hold period under Canadian securities laws.
• Debt Settlement: 6 million shares issued at C$0.10 per share to settle $600,000 of related‑party debt (settlement value = 50% of face value).
• Insider Participation: One insider subscribed for 200,000 shares ($20,000 gross); five million shares issued to insiders as part of the debt settlement.
• Regulatory Exemptions: Reliance on MI 61‑101 exemptions (subsection 5.5(a) & 5.7(1)(a)) for related‑party transactions; material change report to be filed within 21 days post‑closing.
• Management Appointments:
• John Dorward – Chief Executive Officer & Executive Chair
• Blake McLaughlin – Executive Vice‑President, Development (resigned from prior role)
• Vance Spalding – Executive Vice‑President, Exploration
• Zeenat Lokhandwala – Chief Financial Officer & Corporate Secretary
• Resignations: Kevin Ma (CFO), Luis Zapata (President).
• Board Reconstitution: New five‑member board – Mario Vetro, Kenneth Cotiamco, Tyron Bretenbach, John Dorward, Oliver Lennox‑King.
• Director Resignations: Desmond Balakrishnan and Luis Zapata stepped down as directors.

Notable Quotes

“Closing this financing is a key step towards delivering on our long‑term vision for the Converse project. The Converse project already features an imposing mineral resource base, and we are committed to showcasing its development potential through high‑quality technical and commercial work, including delivering a preliminary economic assessment, targeted for next year.” – John Dorward, CEO & Executive Chair.