Roxmore Resources and Taura Gold Complete Previously Announced Plan of Arrangement

Executive Summary

• Roxmore Resources Inc. completed a court‑approved plan of arrangement acquiring 100 % of Taura Gold Inc., making Taura a wholly‑owned subsidiary.
• Share exchange ratio: each Taura share converted into 0.2 Roxmore shares; post‑closing ownership is ~91.5 % Roxmore shareholders and 8.5 % former Taura shareholders on a non‑diluted basis.
• The transaction triggers the delisting of Taura’s TSXV securities, a name change and 10:1 share consolidation for Roxmore, and an early‑warning filing under NI 62‑104/62‑103.

Key Details

• Transaction Structure: Court‑approved plan of arrangement under BC Business Corporations Act; effective 12:01 a.m. PT on Nov 20 2025.
• Consideration Paid: 4,596,694 Roxmore Shares issued to acquire all 22,983,472 Taura shares (100 % of Taura’s outstanding equity).
• Share Exchange Ratio: 1 Taura Share → 0.2 Roxmore Share.
• Post‑Closing Ownership: Approximately 91.5 % held by existing Roxmore shareholders; 8.5 % held by former Taura shareholders (non‑diluted basis).
• Trading Symbol Change: Roxmore Shares to begin trading on the CSE under “RM” at market open on Nov 20 2025.
• Delisting & Reporting Status: Taura will apply to cease being a reporting issuer; its shares will be delisted from the TSX Venture Exchange effective close of trading on Nov 21 2025.
• Shareholder Action Required: Registered Taura shareholders must submit completed Letter of Transmittal and physical certificates to Odyssey Trust Company. Intermediary‑held shares must be processed through the respective intermediary.
• Related Corporate Actions: Prior to closing, Roxmore completed a name change (from Axcap Ventures Inc.) and a 10:1 share consolidation (effective post‑market close on Nov 19 2025). Details disclosed in Roxmore’s Nov 14 2025 news release.
• Legal Counsel: Cassels Brock & Blackwell LLP (Taura) and McMillan LLP (Roxmore).
• Early Warning Filings: Roxmore will file an early‑warning report under NI 62‑104/62‑103; reports available on SEDAR+.

Notable Quotes

“We’re thrilled to have completed this transaction to formally launch Roxmore Resources,” said John Dorward, Chief Executive Officer and Executive Chairman of Roxmore. “We are well positioned to deliver the Preliminary Economic Analysis for the Converse Gold Project and showcase the potential of this undervalued asset.”