Axcap Ventures closes $12.5-million offering

Mr. Mario Vetro reports AXCAP CLOSES C$12.5 MILLION CONCURRENT OFFERING Further to news release on Sept. 8, 2025, jointly released by Axcap Ventures Inc. and Taura Gold Inc., Axcap has closed a non-brokered private placement, arranged in connection with the 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). The concurrent offering consisted of 125 million common shares in the capital of Axcap at a price of 10 cents per Axcap share for gross proceeds of $12.5-million. The net proceeds of the concurrent offering will be used by the company to satisfy certain upcoming property payments in connection with Axcap's Converse gold project, located in the Battle Mountain trend in northern Nevada, and for general corporate purposes. The Axcap shares issued pursuant to the concurrent offering are subject to a four-month-plus-one-day hold period commencing on the closing of the concurrent offering under applicable Canadian securities laws. In addition, Axcap issued 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. An insider of Axcap participated in the concurrent offering and subscribed for 200,000 Axcap shares for aggregate gross proceeds of $20,000 to the company. In addition, five million Axcap shares were issued to insiders of Axcap pursuant to the debt settlement. The issuance of Axcap shares to the insiders constitutes related party transactions as defined in Multilateral Instrument 61-101, Protection of Minority Securityholders in Special Transactions. The company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for the insiders participation in the concurrent offering and for the Axcap shares issued to insiders pursuant to the debt settlement, as the value of the Axcap shares subscribed for do not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The exact extent of participation by insiders of the company in the concurrent offering was not determined sufficiently in advance of the closing thereof and, accordingly, the company expects to file a material change report relating to the concurrent offering less than 21 days from completion of the concurrent offering, which is reasonable and necessary in the circumstances. As further disclosed in the news release dated Sept. 8, 2025, upon closing of the concurrent offering, the following changes were made to Axcap's management: John Dorward has been appointed as chief executive officer and executive chair. Blake McLaughlin has been appointed executive vice -pesident, development, and resigned from his current position at Axcap. Vance Spalding has been appointed executive vice-president, exploration. Zeenat Lokhandwala has been appointed chief financial officer and corporate secretary. Kevin Ma has resigned as chief financial officer. Luis Zapata has resigned as president. In addition, Axcap's board of directors has been reconstituted to comprise the following five members: Mario Vetro; Kenneth Cotiamco; Tyron Breytenbach; John Dorward; and Oliver Lennox-King. Desmond Balakrishnan and Mr. Zapata have resigned as directors of Axcap. Mr. Dorward commented: "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." About Axcap Venture Inc. Axcap 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. We seek Safe Harbor.