Roxmore Resources and Taura Gold Complete Previously Announced Plan of Arrangement

Executive Summary

• Roxmore Resources Inc. completed a court‑approved plan of arrangement acquiring 100% of Taura Gold Inc., making Taura a wholly‑owned subsidiary.
• Each Taura share was exchanged for 0.2 Roxmore shares; post‑closing ownership is ~91.5% Roxmore shareholders and ~8.5% former Taura shareholders on a non‑diluted basis.
• The transaction triggers the delisting of Taura’s TSXV securities, a name change and 10:1 share consolidation for Roxmore, and an early‑warning filing under NI 62‑104/62‑103.

Key Details

• Consideration: 4,596,694 Roxmore Shares issued to acquire all 22,983,472 Taura Shares.
• Share Exchange Ratio: 1 Taura Share → 0.2 Roxmore Share.
• Post‑Closing Ownership: Roxmore shareholders ~91.5%; former Taura shareholders ~8.5% (non‑diluted).
• Trading Symbol Change: Roxmore Shares will begin trading on the CSE under “RM” at market open on 20 Nov 2025.
• Delisting: Taura’s TSXV listing to be cancelled effective close of trade on 21 Nov 2025; Taura intends to cease reporting obligations.
• Shareholder Action Required: Registered Taura shareholders must submit a Letter of Transmittal and physical certificates to Odyssey Trust Company; non‑registered holders should coordinate via their intermediaries.
• Legal Counsel: Cassels Brock & Blackwell LLP (Taura) and McMillan LLP (Roxmore).
• Early Warning Disclosure: Roxmore will file the required early‑warning report under NI 62‑104/62‑103; available on SEDAR+.
• Name Change & Consolidation: Prior to closing, Roxmore completed a name change from Axcap Ventures Inc. and a 10:1 share consolidation (see Nov 14 2025 release).

Notable Quotes

“We're thrilled to have completed this transaction to formally launch Roxmore Resources,” – John Dorward, CEO & Executive Chairman, Roxmore.
“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.