Taura Gold Announces Dispatch of Meeting Materials for Upcoming Shareholders Meeting

Executive Summary

• Taura Gold Inc. has mailed the proxy circular, proxy form, and related meeting materials to shareholders for the Annual General and Special Meeting scheduled for November 14, 2025.
• The special resolution will approve a previously announced plan of arrangement under which Axcap Ventures Inc. will acquire 100% of Taura’s issued and outstanding shares in exchange for Axcap common shares.
• Completion of the Arrangement is subject to shareholder approval, court order, TSXV/CSX approvals, and other customary conditions.

Key Details

• Meeting Date & Time: Friday, November 14, 2025 at 2:00 p.m. (Toronto time) – Suite 3200, 40 Temperance Street, Toronto, ON.
• Resolution(s) to be voted:
  1. Special Arrangement Resolution approving Axcap’s acquisition of all Taura shares for Axcap common shares.
  2. Annual and general business items as described in the circular.
• Arrangement Terms (as disclosed):
• Axcap Ventures Inc. will acquire all issued and outstanding Taura Gold shares.
• Consideration: Axcap common shares to be issued to Taura shareholders (specific exchange ratio not restated in this release).
• Conditions precedent to completion:
  1. Approval of the Arrangement Resolution by shareholders at the meeting.
  2. Final order from the British Columbia Supreme Court confirming the arrangement.
  3. Required approvals from the Canadian Securities Exchange and the TSX Venture Exchange.
  4. Satisfaction or waiver (where permitted) of additional conditions set out in the circular.
• Board Recommendation: Unanimously recommends shareholders vote FOR the Arrangement Resolution and all annual/general items.
• Proxy Voting Instructions:
• Cut‑off time: 11:00 a.m. Vancouver time on November 12, 2025 (unless meeting is adjourned).
• Vote electronically via www.eproxy.ca or by email to [email protected]; alternative methods include hand delivery or courier (excluding Canada Post due to labour strike).
• Contact for Assistance: Endeavour Trust Corporation – [email protected], +1 604‑559‑8880.
• Access to Materials: Available on Taura’s website and SEDAR+ profile.

Notable Quotes

• “The board of directors has unanimously determined that the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.” – John Dorward, President & CEO, Taura Gold Inc.