Axcap Ventures signs deal to acquire Taura Gold

Executive Summary

• Axcap Ventures Inc. has entered into an arrangement agreement to acquire Taura Gold Inc. via a court-approved plan of arrangement, resulting in Taura delisting from the TSX Venture Exchange and Axcap continuing on the CSE.
• The transaction includes a concurrent $12.5-million institutional private placement at 10 cents per share, fully placed with strong insider participation, to fund property payments and general corporate purposes.
• Axcap will change its name to Roxmore Resources Inc. and consolidate shares on a 1:10 basis. Former Roxgold principals, including John Dorward, will lead the new entity, bringing the Converse Gold Project in Nevada under the new management.

Key Details

• Transaction Structure: Axcap acquires all outstanding Taura shares via a court-approved plan of arrangement under the Business Corporations Act (BC). Taura shareholders receive 2.00 Axcap shares (pre-consolidation) for each Taura share.
• Share Ownership Post-Transaction: Upon completion, existing Taura shareholders will own approximately 6% of the resulting issuer on a fully diluted basis.
• Concurrent Financing: A $12.5-million private placement arranged at 10 cents per common share (no warrants). The offering is fully placed.
• Use of Proceeds: Net proceeds from the $12.5M offering are expected to satisfy coming property payments for the Converse project and for general corporate purposes.
• Debt Settlement: Axcap will issue 6 million shares at 10 cents per share to settle $600,000 of debt owed to related parties (settlement value is 50% of face value).
• Management Changes:
  • John Dorward appointed CEO and Executive Chair.
  • Oliver Lennox-King, Paul Criddle, and Richard Colterjohn join the Board.
  • Blake McLaughlin remains EVP, Development; Mario Vetro and Tyron Breytenbach remain Directors.
  • Luis Zapata resigns as President; Kevin Ma resigns as CFO.
  • Vance Spalding appointed EVP, Exploration; Zeenat Lokhandwala appointed CFO and Corporate Secretary.
• Equity Incentives:
  • 8 million Restricted Share Units (RSUs) to be issued on closing, subject to shareholder ratification.
  • 4.5 million options issued to certain management at an exercise price of 12.5 cents per share with a 3-year term.
• Corporate Restructuring:
  • Share consolidation: 1 new share for every 10 existing shares (1:10 basis).
  • Name change: Axcap Ventures Inc. to Roxmore Resources Inc.
• Converse Gold Project (Nevada):
  • Located in the Battle Mountain trend, adjacent to Marigold and Lone Tree mines.
  • NI 43-101 Resource Estimate (Feb 13, 2025):
    • Measured & Indicated: 330.1 million tonnes at 0.53 g/t Au for 5.57 million ounces.
    • Inferred: 24.8 million tonnes at 0.53 g/t Au for 420,000 ounces.
  • Recent drilling identified a new higher-grade zone at depth: 10.85 metres grading 5.45 g/t Au.
  • Metallurgical test work (2018) showed average recoveries of 65% via column testing.
  • Preliminary Economic Study (PEA) intended to initiate in July 2025 for a bulk-tonnage, open-pit, heap-leach configuration.
• Closing Conditions: Requires 66-2/3% approval from Taura shareholders, CSE/TSX-V approvals, and completion of the concurrent offering. Expected to close in Q4 2025.
• Insider Participation: Officers and directors will own approximately 16% of total issued shares post-transaction. Senior officers of Taura hold ~33% of Taura shares and have voting support agreements.

Notable Quotes

• Mr. Tyron Breytenbach, Co-founder and Director of Axcap: "This is a strong transaction for both Axcap and Taura shareholders. Having covered the Roxgold success story as an analyst, I have no doubt that Taura's experienced team will unlock the significant potential of the large Converse project. I am excited for the future of the company and to see a rare multimillion-ounce U.S. gold asset partnered with a proven team of builders and operators."
• Mr. John Dorward, President and CEO of Taura: "Nevada is a leading jurisdiction and Converse is one of the largest resources in Nevada not in the hands of a major mining company, so we are very pleased to be joining the team to bring it forward and realize its potential. A number of our team have significant experience in the region from our time at Fronteer Gold (sold to Newmont [for] greater than $2-billion (U.S.)) and we are delighted to be back in Nevada with such a promising project."