Axcap Ventures closes $12.5-million offering

Executive Summary

• Axcap Ventures Inc. has closed a non-brokered private placement and concurrent offering, raising gross proceeds of $12.5 million, to facilitate the acquisition of Taura Gold Inc. via a court-approved plan of arrangement.
• The transaction involves the issuance of 125 million common shares at $0.10 per share, with net proceeds designated for property payments on the Converse gold project and general corporate purposes.
• Significant management and board restructuring occurred concurrently, including the appointment of John Dorward as CEO and Executive Chair, and the resignation of previous leadership, alongside the settlement of $600,000 in related-party debt.

Key Details

• Financing Structure: Closed a non-brokered private placement/concurrent offering consisting of 125 million common shares of Axcap.
• Pricing and Proceeds: Shares issued at $0.10 per share, generating gross proceeds of $12.5 million.
• Use of Proceeds: Net proceeds to satisfy upcoming property payments for Axcap's Converse gold project (Battle Mountain trend, northern Nevada) and for general corporate purposes.
• Hold Period: Shares are subject to a four-month-plus-one-day hold period under Canadian securities laws.
• Debt Settlement: Axcap issued 6 million shares at $0.10 per share to settle $600,000 of debt owed to related parties. This represents a 50% settlement value of the initial debt face value.
• Insider Participation:
  • An insider subscribed for 200,000 shares for $20,000 in gross proceeds.
  • 5 million shares were issued to insiders via the debt settlement.
  • The company relies on exemptions from valuation and minority approval requirements under Multilateral Instrument 61-101, as the value does not exceed 25% of market capitalization.
  • A material change report will be filed within 21 days of completion.
• M&A Transaction: The financing was arranged in connection with an agreement dated Sept. 8, 2025, whereby Axcap acquires all issued and outstanding common shares of Taura Gold Inc. via a court-approved plan of arrangement under the Business Corporations Act (British Columbia).
• Management Changes:
  • Appointed: John Dorward as Chief Executive Officer and Executive Chair; Blake McLaughlin as Executive Vice-President, Development (resigned from prior role); Vance Spalding as Executive Vice-President, Exploration; Zeenat Lokhandwala as Chief Financial Officer and Corporate Secretary.
  • Resigned: Kevin Ma (CFO); Luis Zapata (President); Blake McLaughlin (from current position).
• Board Reconstitution:
  • New Directors: Mario Vetro, Kenneth Cotiamco, Tyron Breytenbach, John Dorward, and Oliver Lennox-King.
  • Resigned Directors: Desmond Balakrishnan and Luis Zapata.

Notable Quotes

• "Closing this financing is a key step towards delivering on our long-term vision for the Converse project. The Converse project already features an imposing mineral resource base, and we are committed to showcasing its development potential through high-quality technical and commercial work, including delivering a preliminary economic assessment, targeted for next year." — John Dorward, CEO and Executive Chair