AXO COPPER COMPLETES ACQUISITION OF SAN ANTONIO GOLD PROJECT FROM OSISKO DEVELOPMENT

Executive Summary

• Axo Copper Corp. completed the acquisition of Sapuchi Minera, acquiring 100% of the San Antonio gold project in Sonora, Mexico.
• The transaction involved issuance of 15,325,841 common shares to Osisko Development and 7,655,250 shares to OR International, plus contingent cash considerations.
• Revised terms provide for up to $2 M deferred cash or share payment to Osisko Development (subject to a floor price) and additional share issuances tied to any qualifying financing of ≥ $10 M.

Key Details

• Acquisition Parties: Sapuchi Minera S. de R.L. de C.V. (owner of San Antonio project) sold to Axo Copper; sellers were Osisko Development Corp. and OR Royalties International Ltd.
• Share Issuance at Closing:
• 15,325,841 Axo common shares issued to Osisko Development.
• 7,655,250 Axo common shares issued to OR International.
• Contingent Consideration – Osisko Development:
• First deferred payment of US $2,000,000 may be satisfied in cash or up to 9,398,496 Axo shares (optionally) at Axo’s discretion.
• If the issue price per share falls below the floor price of US $0.2128, cash will cover the shortfall.
• Second deferred payment of US $2,000,000 to be paid in cash only.
• Qualifying Financing Clause:
• If Axo completes equity financings raising ≥ US $10,000,000, it may issue up to 5,521,699 additional shares to Osisko Development to maintain ownership percentage.
• Same floor‑price protection applies; cash will cover any shortfall if the issue price is below US $0.2128.
• Contingent Consideration – OR International:
• If a qualifying financing occurs and the issue price is below the floor price, OR International receives 2,758,086 shares plus cash to make up the price difference.
• Project Status: San Antonio is described as being in advanced development stages with existing infrastructure and strong exploration/resource growth potential.
• Strategic Impact: CEO Jonathan Egilo states the acquisition “repositions Axo Copper as a late‑stage development company” and provides a transformational platform for 2026 onward.
• Advisors: Stifel Canada (financial advisor) and Fasken Martineau DuMoulin LLP (legal counsel).

Notable Quotes

“We are excited to announce the closing of the acquisition of San Antonio, and welcome two new shareholders, Osisko Development and OR International. We firmly believe this is a transformational move for the Company… The transaction repositions Axo Copper as a late‑stage development company…” – Jonathan Egilo, President & CEO, Axo Copper Corp.