Roxmore Resources, Taura Gold complete arrangement

Executive Summary

• Roxmore Resources Inc. (formerly Axcap Ventures Inc.) has completed the previously announced plan of arrangement to acquire 100% of the issued and outstanding common shares of Taura Gold Inc.
• The transaction was effective as of November 20, 2025, with Roxmore shares commencing trading under the new symbol "RM" on the Canadian Securities Exchange.
• Taura shareholders received 0.2 Roxmore shares for each Taura share held, resulting in former Taura shareholders holding approximately 8.5% of the combined entity, while existing Roxmore shareholders hold 91.5%.

Key Details

• Transaction Structure: Court-approved plan of arrangement under the Business Corporations Act (British Columbia).
• Acquisition: Roxmore acquired all 22,983,472 Taura shares (100% of issued and outstanding).
• Consideration: Aggregate consideration paid was 4,596,694 Roxmore shares.
• Exchange Ratio: Each Taura common share was exchanged for 0.2 Roxmore common shares.
• Ownership Post-Transaction:
  • Existing Roxmore shareholders: ~91.5% (non-diluted basis).
  • Former Taura shareholders: ~8.5% (non-diluted basis).
• Trading Changes:
  • Roxmore shares began trading under symbol "RM" on the Canadian Securities Exchange on Nov. 20, 2025.
  • Taura shares will be delisted from the TSX Venture Exchange effective close of trading on Nov. 21, 2025.
  • Taura intends to cease being a reporting issuer under applicable Canadian securities laws.
• Corporate Actions: Prior to closing, Roxmore completed a name change and a 1:10 share consolidation, effective post-market close on Nov. 19, 2025.
• Administrative Requirements: Registered Taura shareholders were required to deposit physical certificates and complete letters of transmittal with Odyssey Trust Company to receive Roxmore shares.
• Legal Counsel: Cassels Brock & Blackwell LLP acted for Taura; McMillan LLP acted for Roxmore.

Notable Quotes

• "We're thrilled to have completed this transaction to formally launch Roxmore Resources... we've focused on establishing a solid foundation, bringing together a talented executive team and preparing for sustained growth. We are well positioned to deliver the preliminary economic analysis for the Converse gold project and showcase the potential of this undervalued asset." — John Dorward, CEO and Executive Chairman of Roxmore.