Axo Copper arranges $25-million bought deal offering

Executive Summary

• Axo Copper Corp. announced a $25 million bought deal financing of 35,715,000 units priced at $0.70 per unit, with Desjardins Capital Markets and BMO Capital Markets acting as co-lead underwriters.
• Each unit includes one common share and one-half of a warrant exercisable at $1.00 per share for an 18-month period, featuring an acceleration clause triggered if the stock reaches a 10-day VWAP of $1.25.
• Net proceeds will be allocated to the exploration and advancement of the La Huerta copper and San Antonio gold projects in Mexico, as well as general working capital.

Key Details

• Gross Proceeds: Approximately $25 million (base offering)
• Units Issued: 35,715,000 units
• Price per Unit: $0.70
• Underwriters: Desjardins Capital Markets and BMO Capital Markets (co-lead underwriters and joint bookrunners)
• Unit Composition: 1 common share + 1/2 warrant per unit
• Warrant Terms: Exercisable into 1 common share at $1.00/share; 18-month exercise period from closing
• Acceleration Clause: If the 10-trading-day VWAP on the TSX Venture Exchange equals or exceeds $1.25, the company may accelerate warrant expiry by delivering 10 days' notice, resulting in a 30-day post-notice expiry period
• Over-Allotment Option: Underwriters granted a 30-day option to purchase up to 15% additional units; full exercise would raise an additional ~$3,750,075, bringing aggregate gross proceeds to ~$28.75 million
• Use of Proceeds: Exploration and advancement of the La Huerta property (copper discovery in Jalisco, Mexico) and San Antonio property (past-producing oxide copper mine in Sonora, Mexico), plus general working capital
• Offering Structure: Short form prospectus filed in all Canadian provinces except Quebec; U.S. sales conducted via private placement under Rule 144A exemption
• Closing Date: On or about February 19, 2026 (subject to TSX Venture Exchange and securities regulatory approvals)
• Prospectus Availability: Filed with Canadian securities commissions and available on SEDAR+; obtainable free upon request from Desjardins Capital Markets