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Axcap Ventures Inc. (CSE: AXCP) (“Axcap”) and Taura Gold Inc. (TSXV: TORA) (“Taura”) are happy to announce the outcomes of the annual common and particular assembly of shareholders of Taura (“Taura Shareholders”) held on November 14, 2025 (the “Taura Assembly”). Along with approving every of the annual common enterprise thought of on the Taura Assembly, Taura Shareholders overwhelmingly permitted the previously-announced plan of association (the “Association”) between Taura and Axcap, pursuant to which Axcap will purchase the entire issued and excellent widespread shares of Taura by the use of a court-approved plan of association underneath the Enterprise Companies Act (British Columbia).
As well as, Axcap is happy to announce that it’s has set post-market shut on November 19, 2025 because the efficient date of the previously-announced (i) consolidation (the “Axcap Consolidation“) of its issued and excellent widespread shares (the “Axcap Shares“) on the premise of 1 (1) post-consolidation Axcap Share (every, a “Roxmore Share“) for each ten (10) pre-consolidation Axcap Shares, and (ii) change of its company title to “Roxmore Sources Inc.” (the “Axcap Title Change“). The Roxmore Shares will start buying and selling on the Canadian Securities Trade (the “CSE“) underneath the brand new buying and selling image “RM” on the opening of buying and selling on November 20, 2025.
Outcomes of the Taura Assembly
Taura Shareholders overwhelmingly permitted the decision relating to the Association (the “Association Decision“). The Association Decision was duly permitted by the requisite threshold of votes, being (i) the beneficial vote of not lower than 66⅔% of the votes forged on such decision by Taura Shareholders current in individual or represented by proxy on the Taura Assembly, and (ii) the beneficial vote of not lower than a easy majority of the votes forged on such decision by Taura Shareholders current in individual or represented by proxy on the Taura Assembly, excluding these individuals required to be excluded underneath Canadian securities legal guidelines, as detailed within the Taura Round (as outlined beneath). Taura Shareholders additionally overwhelmingly permitted all different annual common objects of enterprise on the Taura Assembly, together with, the election of administrators, the appointment of the auditors, and the reapproval of Taura’s inventory possibility plan.
Axcap Consolidation and Axcap Title Change
As of the date hereof, Axcap has an combination of 493,643,563 Axcap Shares issued and excellent, on a non-diluted foundation. Upon completion of the Axcap Consolidation and the Axcap Title Change (and for certainty, with out giving impact to the completion of the Association), an combination of 49,364,356 Roxmore Shares can be issued and excellent, on a non-diluted foundation (with out accounting for the elimination of fractional entitlements in reference to the Axcap Consolidation). Axcap’s licensed share capital will stay unchanged upon completion of the Axcap Consolidation, and all excellent convertible securities of Axcap can be adjusted accordingly in accordance with their phrases in reference to the Axcap Consolidation.
No fractional Roxmore Shares can be issued in reference to the Axcap Consolidation and, within the occasion a holder of Roxmore Shares would in any other case be entitled to obtain a fractional Roxmore Share in reference to the Axcap Consolidation, the variety of Roxmore Shares to be obtained by such shareholder can be rounded all the way down to the closest entire Roxmore Share if that fractional share is lower than one-half (1/2) of a share, and can be rounded as much as the closest entire Roxmore Share if that fractional share is the same as or better than one-half (1/2) of a share.
Upon completion of the Axcap Consolidation and the Axcap Title Change, the CUSIP and ISIN of the Roxmore Shares can be modified to 780017109 and CA7800171091, respectively.
The Axcap Consolidation and Axcap Title Change have been permitted by the board of administrators of Axcap in accordance with the Enterprise Companies Act (British Columbia) and the Articles of Axcap. The Axcap Consolidation was additionally permitted (along with every of the annual common and particular enterprise thought of) by the shareholders of Axcap (“Axcap Shareholders“) on the annual common and particular assembly of shareholders of Axcap held on November 14, 2025.
Letters of Transmittal
Letters of transmittal with respect to the Axcap Consolidation have been mailed to all registered Axcap Shareholders. All registered Axcap Shareholders can be required to ship their respective bodily certificates representing the pre-consolidation Axcap Shares together with a correctly executed letter of transmittal to Axcap’s registrar and switch agent, Odyssey Belief Firm (“Odyssey Belief“), in accordance with the directions offered within the letter of transmittal. All Axcap Shareholders who submit a duly accomplished letter of transmittal together with their respective bodily certificates representing the pre-consolidation Axcap Shares to Odyssey Belief, will obtain bodily certificates(s) or Direct Registration System Recommendation(s), as relevant, representing the Roxmore Shares, in accordance with their directions within the duly accomplished letter of transmittal.
Till surrendered, every bodily certificates previously representing Axcap Shares can be deemed for all functions to signify the variety of Roxmore Shares to which the holder thereof is entitled on account of the Axcap Consolidation.
Axcap Shareholders who maintain their Axcap Shares in brokerage accounts or in book-entry type are usually not required to finish a letter of transmittal. Nonetheless, intermediaries (e.g., a securities dealer, seller, financial institution or monetary establishment) could have totally different procedures for processing the Axcap Consolidation than these put in place by Axcap for registered Axcap Shareholders. If you happen to maintain Axcap Shares by an middleman and have questions on this regard, you’re inspired to contact your middleman.
Completion of the Association
The listening to for the ultimate order the (“Ultimate Order“) of the Supreme Court docket of British Columbia to approve the Association is scheduled to happen on the courthouse at 800 Smithe Road, Vancouver, British Columbia on Wednesday, November 19, 2025 at 9:45 a.m. (Vancouver time).
Along with the receipt of the Ultimate Order, completion of the Association stays topic to the receipt of relevant regulatory approvals (together with the CSE and the TSX Enterprise Trade (“TSXV“)), and the satisfaction or waiver of sure further circumstances described within the administration data round of Taura dated October 14, 2025 (the “Taura Round“), which is on the market on Taura’s SEDAR+ profile at www.sedarplus.ca. Topic to the satisfaction or waiver (the place permitted) of such closing circumstances, it’s anticipated that the Association can be accomplished on November 20, 2025. Additional data on the Association will be discovered within the Taura Round.
About Axcap Enterprise Inc.
Axcap is concentrated on growing its flagship, Converse Gold Mission, a big, underdeveloped gold deposit not owned by a significant mining firm in Nevada, USA. The Converse Gold Mission is situated throughout the prolific Battle Mountain development containing 5.57Moz Au of Measured and Indicated Mineral Sources and 0.42Moz Au Inferred Mineral Sources (238mt at 0.539g/t Au for 4.13Moz Measured Mineral Sources; 92mt at 0.487g/t Au for 1.44Moz Indicated, 25mt at 0.528g/t Au for 0.42Moz Inferred Mineral Sources). With many years of experience in Nevada and globally, our Board and administration are centered on unlocking the potential of this mission. For additional particulars please seek advice from our technical report entitled “Amended and Restated NI 43-101 Technical Report and Mineral Useful resource Replace, Converse Property, Humboldt County, Nevada, USA” dated efficient February 13, 2025 which is on the market on our web site at www.axcapventures.ca and on our SEDAR+ profile at www.sedarplus.ca.
Certified Particular person
Blake McLaughlin, P.Geo., who’s the Certified Particular person as outlined by Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Tasks (“NI 43-101“), has reviewed and permitted of the technical disclosure contained on this information launch associated to Axcap. Mr. McLaughlin is an officer of Axcap and due to this fact not impartial pursuant to NI 43-101.
About Taura Gold Inc.
Taura is concentrated on gold exploration in Canada. It’s presently actively exploring the Shabu Mission within the Crimson Lake District of Northwestern Ontario. Taura can be lively in assessing acquisition and three way partnership alternatives in varied jurisdictions every so often.
Cautionary Statements
This information launch comprises forward-looking statements and forward-looking data (collectively, “forward- wanting statements“) throughout the which means of relevant securities legal guidelines. Any statements which can be contained on this information launch that aren’t statements of historic reality could also be deemed to be forward-looking statements. Ahead- wanting statements are sometimes recognized by phrases corresponding to “could”, “ought to”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and related expressions that are meant to determine forward-looking statements. Extra notably and with out limitation, this information launch comprises forward-looking statements in regards to the Axcap Consolidation, the Axcap Title Change, and the Association, together with the anticipated timing for the completion of every such transaction. Ahead-looking statements are inherently unsure, and the precise efficiency could also be affected by plenty of materials elements, assumptions and expectations, lots of that are past the management of Axcap and Taura, together with expectations and assumptions regarding (i) Axcap, Taura, the Axcap Consolidation, the Axcap Title Change, and the Association, (ii) the well timed receipt of all required courtroom and regulatory approvals and consents (as relevant), together with the approval of the CSE and the TSXV, and (iii) the satisfaction of different closing circumstances of the Association. Readers are cautioned that assumptions used within the preparation of any forward-looking statements could show to be incorrect. Occasions or circumstances could trigger precise outcomes to vary materially from these predicted on account of quite a few identified and unknown dangers, uncertainties, and different elements, lots of that are past the management of Axcap and Taura. Readers are additional cautioned to not place undue reliance on any forward-looking statements, as such data, though thought of affordable by the respective administration of Axcap and Taura on the time of preparation, could show to be incorrect and precise outcomes could differ materially from these anticipated.
The forward-looking statements contained on this information launch are made as of the date of this information launch and are expressly certified by the foregoing cautionary assertion. Besides as expressly required by securities regulation, Axcap and Taura don’t undertake any obligation to replace publicly or to revise any of the included forward-looking statements, whether or not on account of new data, future occasions or in any other case.
Neither the Canadian Securities Trade nor its Market Regulator (as that time period is outlined within the insurance policies of the Canadian Securities Trade) accepts accountability for the adequacy or accuracy of this launch.
Neither TSXV nor its Regulation Service Supplier (as that time period is outlined within the insurance policies of the TSXV) accepts accountability for the adequacy or accuracy of this launch.
To view the supply model of this press launch, please go to https://www.newsfilecorp.com/launch/274615
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