Axcap and Taura Gold Announce Taura Shareholder Approval of Plan of Arrangement and Confirm Effective Date of Axcap Share Consolidation and Name Change

Executive Summary

• Axcap Ventures Inc. (CSE: AXCP) will acquire 100% of Taura Gold Inc. (TSXV: TORA) through a court‑approved plan of arrangement, pending regulatory approvals and a final Supreme Court order scheduled for November 19, 2025.
• Effective post‑market close on November 19, 2025, Axcap will consolidate its common shares 1‑for‑10 and change its corporate name to Roxmore Resources Inc., with the new “RM” ticker commencing trading on the CSE on November 20, 2025.
• Upon consolidation, Axcap’s share count will be reduced from ~493.6 million to ~49.4 million Roxmore Shares; all convertible securities will be adjusted accordingly.

Key Details

• Arrangement Approval: Taura shareholders approved the Arrangement resolution with >66 % favorable votes (both the 66 % threshold and a simple majority).
• Closing Timeline: Anticipated completion of the Arrangement on November 20, 2025, subject to receipt of the Final Order from the Supreme Court of British Columbia and required CSE/TSXV approvals.
• Share Consolidation Ratio: 1 post‑consolidation Roxmore Share for every 10 pre‑consolidation Axcap Shares.
• Resulting Share Count: Post‑consolidation, 49,364,356 Roxmore Shares will be issued on a non‑diluted basis (fractional shares rounded per described rules).
• Corporate Name Change: Axcap will rename to Roxmore Resources Inc.; new CUSIP 780017109 and ISIN CA7800171091.
• Trading Symbol: New ticker “RM” on the Canadian Securities Exchange, effective opening of trading on November 20, 2025.
• Shareholder Actions: Physical certificate holders must submit letters of transmittal to Odyssey Trust; book‑entry or brokerage‑held shares require no action.
• Regulatory Conditions: Completion contingent upon (i) Final Order from the Supreme Court (hearing Nov 19, 2025), (ii) CSE and TSXV approvals, and (iii) satisfaction/waiver of conditions outlined in Taura’s management information circular dated October 14, 2025.
• Corporate Focus: Axcap continues to develop the Converse Gold Project in Nevada, which holds 5.57 Moz Au Measured & Indicated resources and 0.42 Moz Au Inferred resources (as per NI 43‑101 report effective Feb 13, 2025).

Notable Quotes

• John Dorward, CEO: “The successful approval of the Arrangement and our upcoming consolidation and name change position Roxmore Resources to unlock value for shareholders as we advance the Converse Gold Project.”