Axo Copper closes Sapuchi Minera acquisition

Executive Summary

• Axo Copper Corp. has completed the acquisition of Sapuchi Minera S de RL de CV, which holds a 100% interest in the San Antonio gold project in Sonora, Mexico, from Osisko Development Corp.
• The transaction involved the issuance of approximately 23 million common shares to Osisko Development and OR International, alongside revised contingent consideration, deferred payment structures, and an amended stream agreement.
• The acquisition repositions Axo Copper as a late-stage development company, enabling it to advance the San Antonio project while continuing exploration at its La Huerta copper property.

Key Details

• Target & Assets: Sapuchi Minera S de RL de CV, holding a 100% interest in the San Antonio gold project located in Sonora, Mexico.
• Counterparties: Osisko Development Corp. and OR Royalties International Ltd. (wholly owned subsidiary of OR Royalties Inc.).
• Closing Share Issuance: 15,325,841 common shares issued to Osisko Development; 7,655,250 shares issued to OR International.
• Contingent Consideration (Osisko): Two deferred payments of $2 million USD each. The first may be satisfied in cash or Axo shares (max 9,398,496 shares at company's option); if the share price falls below $0.2128 USD, Axo pays the cash shortfall. The second $2 million is payable in cash only.
• Ownership Maintenance & Anti-Dilution: If Axo completes equity financings totaling ≥$10 million USD, it may issue up to 5,521,699 shares to Osisko to maintain ownership percentage. A cash shortfall payment applies if the issue price drops below the floor price.
• OR International Terms: In the event of a qualifying financing below the floor price, OR International receives 2,758,086 shares plus a cash amount equal to the price shortfall.
• Stream Agreement: Parties entered into an amended and restated stream agreement with Sapuchi Minera and OR International.
• Advisers: Stifel Canada (financial adviser); 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. San Antonio is in the advanced development stages, has existing infrastructure, along with excellent exploration and resource growth potential. The transaction repositions Axo Copper as a late-stage development company while we continue to explore at our La Huerta project. We are well positioned for 2026 and look forward to begin advancing and growing San Antonio." — Jonathan Egilo, CEO