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. and Taura Gold Inc. received shareholder approval for the plan of arrangement under which Axcap will acquire 100 % of Taura’s common shares.
• Axcap announced a 1‑for‑10 reverse share consolidation, changing its corporate name to Roxmore Resources Inc.; the new “Roxmore” shares (ticker RM) will begin trading on the CSE on 2025‑11‑20.
• The Arrangement is expected to close on 2025‑11‑20, subject to court order and regulatory approvals; the consolidation will result in ~49.36 million Roxmore shares outstanding.

Key Details

• Arrangement Approval: Taura shareholders approved the arrangement with >66 % of votes cast in favour (both the required super‑majority and simple majority thresholds were met).
• Acquisition Structure: Axcap will acquire all issued and outstanding common shares of Taura via a court‑approved plan of arrangement under the BC Business Corporations Act.
• Closing Timeline: Final Order hearing scheduled for 2025‑11‑19 (9:45 a.m. Vancouver time). Anticipated completion of the Arrangement on 2025‑11‑20, subject to receipt of required regulatory approvals (CSE, TSXV) and satisfaction/waiver of closing conditions in Taura’s circular dated 2025‑10‑14.
• Share Consolidation: Effective post‑market close on 2025‑11‑19, Axcap will consolidate its shares on a 1 post‑consolidation share (Roxmore Share) for every 10 pre‑consolidation Axcap Shares.
• Resulting Share Count: Pre‑consolidation outstanding Axcap Shares = 493,643,563; post‑consolidation Roxmore Shares to be issued = 49,364,356 (fractional shares rounded per described rules).
• Corporate Name Change: Simultaneous change of corporate name from “Axcap Ventures Inc.” to Roxmore Resources Inc.
• Trading Symbol & Exchange: New ticker RM on the Canadian Securities Exchange (CSE) commencing trading at market open on 2025‑11‑20.
• CUSIP/ISIN Update: Post‑consolidation Roxmore Shares will have CUSIP 780017109 and ISIN CA7800171091.
• Shareholder Instructions: Physical certificate holders must submit letters of transmittal to Odyssey Trust; book‑entry or brokerage‑held shares require no action, though intermediaries may have their own procedures.
• Board & Shareholder Approvals: Both the Axcap consolidation/name change and the arrangement were approved by Axcap’s board of directors and its shareholders at the annual general and special meeting held on 2025‑11‑14.

Notable Quotes

(No direct quotes included in the release.)