Axcap arranges $8.16-million private placement

Mr. John Dorward reports AXCAP ANNOUNCES FULLY SUBSCRIBED C$8.2 MILLION FINANCING WITH A STRATEGIC INVESTOR ACQUIRING 9.9% OF THE COMPANY Axcap Ventures Inc. has proposed a non-brokered private placement of common shares of the company to raise aggregate gross proceeds of $8.16-million. Pursuant to the offering, the company intends to issue an aggregate of 48 million common shares to a strategic investor (representing a 9.9-per-cent investment in the company upon completion of the offering), at an issue price of 17 cents per share. The offering is expected to close on or about Oct. 21, 2025. "This financing will be completed at a significant premium to the price at which we completed our September, 2025, financing, reflecting continuing investor confidence in our business. With the addition of a new cornerstone investor, we will further strengthen our shareholder base, which will position us to unlock the significant potential of our flagship Converse gold project in Nevada, USA. We are very encouraged by this early momentum and the strong support for our vision," said John Dorward, chief executive officer of the company. The proceeds of the offering will be used primarily for general corporate purposes, including the completion of a preliminary economic assessment on the Converse gold project, as approved by management of the company from time to time. A cash finder's fee will be paid by the company in connection with the offering. The securities issued pursuant to the offering are subject to a statutory hold period of four months and a day from the date of issuance About Axcap Venture Inc. Axcap is focused on developing its flagship, Converse gold project, a large, underdeveloped gold deposit not owned by a major mining company in Nevada, United States. The Converse gold project is located within the prolific Battle Mountain trend containing 5.57 million ounces gold of measured and indicated mineral resources and 420,000 oz Au inferred mineral resources (238 million tonnes at 0.539 gram per tonne gold for 4.13 Moz measured mineral resources; 92 Mt at 0.487 g/t Au for 1.44 Moz indicated, 25 Mt at 0.528 g/t Au for 420,000 oz inferred mineral resources). With decades of expertise in Nevada and globally, its board and management are focused on unlocking the potential of this project. For further details, please refer to the technical report entitled "Amended and Restated NI 43-101 Technical Report and Mineral Resource Update, Converse Property, Humboldt County, Nevada, USA," dated effective Feb. 13, 2025, which is available on its website and on its SEDAR+ profile. Qualified person Blake Mclaughlin, PGeo, registered with the Professional Geoscientists Ontario, executive vice-president of development, is considered a qualified person for the purposes of National Instrument 43-101 (Standards of Disclosure for Mineral Projects), and has reviewed and approved the scientific and technical disclosure contained in this news release on behalf of Axcap. Mr. Mclaughlin has verified the data through site visits, inspection of drill core, review of original assay certificates and confirmation of quality assurance/quality control protocols. No limitations were encountered during the verification process, and the data are considered reliable for the purposes of this disclosure. We seek Safe Harbor.