Axcap-Taura deal approved; Axcap to become Roxmore

Executive Summary

• Taura Gold shareholders approved the plan of arrangement for Axcap Ventures to acquire all outstanding common shares of Taura.
• Axcap has set November 19, 2025, as the effective date for a 10-for-1 share consolidation and a corporate name change to Roxmore Resources Inc.
• The new shares (Roxmore) will trade under the symbol "RM" on the Canadian Securities Exchange (CSE) starting November 20, 2025, pending final court approval and regulatory clearances.

Key Details

• Taura Shareholder Approval: The plan of arrangement was approved by Taura shareholders, meeting the requisite thresholds:
  • Favorable vote of not less than 66.67% of votes cast by shareholders present (excluding interested parties).
  • Favorable vote of a simple majority of votes cast by shareholders present (excluding interested parties).
  • Other AGM items approved, including election of directors, appointment of auditor, and reapproval of the stock option plan.
• Axcap Share Consolidation:
  • Ratio: 1 post-consolidation share (Roxmore share) for every 10 pre-consolidation Axcap shares.
  • Pre-consolidation Shares: 493,643,563 Axcap shares issued and outstanding.
  • Post-consolidation Shares: 49,364,356 Roxmore shares will be issued and outstanding (excluding fractional entitlements).
  • Fractional Shares: No fractional shares issued; rounding down for fractions < 0.5 and rounding up for fractions ≥ 0.5.
  • Authorized Capital: Remains unchanged.
  • Convertible Securities: All outstanding convertible securities adjusted accordingly.
• Name Change and Trading:
  • New Name: Roxmore Resources Inc.
  • New Symbol: RM
  • Exchange: Canadian Securities Exchange (CSE).
  • Trading Start Date: November 20, 2025.
  • CUSIP: 780017109
  • ISIN: CA7800171091
• Logistics for Shareholders:
  • Letters of transmittal mailed to registered shareholders.
  • Registered shareholders must submit physical certificates and executed letters to Odyssey Trust Company.
  • Book-entry/brokerage holders are not required to submit letters but should check with their intermediaries.
• Completion Conditions:
  • Final order from the Supreme Court of British Columbia scheduled for November 19, 2025, at 9:45 a.m. (Vancouver time).
  • Subject to regulatory approvals (CSE and TSX Venture Exchange).
  • Anticipated completion date: November 20, 2025.
• Axcap Project Data (Converse Gold Project):
  • Location: Humboldt County, Nevada, USA (Battle Mountain trend).
  • Measured Resources: 238 million tonnes at 0.539 g/t Au for 4.13 Moz Au.
  • Indicated Resources: 92 million tonnes at 0.487 g/t Au for 1.44 Moz Au.
  • Inferred Resources: 25 million tonnes at 0.528 g/t Au for 0.42 Moz Au.
  • Total Measured & Indicated: 5.57 Moz Au.

Notable Quotes

• None explicitly quoted in the text; the release is primarily factual and administrative regarding the transaction status.