Mr. John Dorward of Roxmore Resources reports

ROXMORE RESOURCES AND TAURA GOLD COMPLETE PREVIOUSLY ANNOUNCED PLAN OF ARRANGEMENT

Roxmore Resources Inc. (formerly Axcap Ventures Inc.) and Taura Gold Inc. have closed the previously announced plan of arrangement, pursuant to which Roxmore has acquired all of the issued and outstanding common shares of Taura by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The common shares in the capital of Roxmore will commence trading on the Canadian Securities Exchange under the new trading symbol RM at the opening of trading on Nov. 20, 2025.

"We're thrilled to have completed this transaction to formally launch Roxmore Resources," said John Dorward, chief executive officer and executive chairman of Roxmore. "In recent months, we've focused on establishing a solid foundation, bringing together a talented executive team and preparing for sustained growth. We are well positioned to deliver the preliminary economic analysis for the Converse gold project and showcase the potential of this undervalued asset."

The arrangement became effective as of 12:01 a.m. Vancouver time on Nov. 20, 2025. As a result and in accordance with the terms of the arrangement agreement dated Sept. 8, 2025, between Roxmore (at such time, Axcap Ventures) and Taura, each holder of a common share in the capital of Taura is entitled to receive 0.2 of a Roxmore share in exchange for each Taura share held. Immediately upon completion of the arrangement, existing shareholders of Roxmore and former shareholders of Taura held approximately 91.5 per cent and 8.5 per cent, respectively, of the issued and outstanding Roxmore shares (on a non-diluted basis) and Taura became a wholly owned subsidiary of Roxmore.

In order to receive the Roxmore shares in exchange for their Taura shares, registered Taura shareholders must complete, execute and deposit with Odyssey Trust Company, the depositary appointed in respect of the arrangement, the letter of transmittal previously mailed to the registered Taura shareholders and their respective physical certificates representing the Taura shares, all in accordance with the instructions provided in the letter of transmittal. The letter of transmittal is also available from Odyssey (the depositary appointed in respect of the arrangement) and on-line under Taura's issuer profile on SEDAR+. If you have any questions or require further information about the procedures to complete your letter of transmittal, please contact Odyssey at 1-587-885-0960 or by e-mail at corp.actions@odysseytrust.com.

Non-registered Taura shareholders whose Taura shares are registered in the name of a broker, investment dealer, bank, trust company, trustee, or other intermediary or nominee should contact their intermediaries for assistance in depositing their Taura shares and should follow the instructions of such intermediaries in order to deposit their Taura shares.

Further information about the arrangement is set out in the management information circular of Taura dated Oct. 14, 2025, which can be accessed on-line under Taura's issuer profile on SEDAR+. Taura intends to apply to cease to be a reporting issuer under applicable Canadian securities laws and the Taura shares will be delisted from the TSX Venture Exchange effective as of close of trading on Nov. 21, 2025.

Name change and consolidation

Prior to the completion of the arrangement and with effect as of postmarket close on Nov. 19, 2025, Roxmore completed its previously announced name change and 1:10 share consolidation, further details of which are set forth in its news release of Nov. 14, 2025.

Early warning disclosure

Pursuant to the requirements of National Instrument 62-104, Take-Over Bids and Issuer Bids, and NI 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Roxmore will file an early warning report in accordance with applicable securities laws, which will be made available on the company's issuer profile on SEDAR+. Further information and a copy of each of the early warning report may be obtained by contacting Mr. Dorward, chief executive officer of Roxmore, by e-mail at contact@roxmoreresources.com or by telephone at 1-778-846-9970.

Immediately prior to closing of the arrangement, Roxmore did not own, or exercise control or direction over, directly or indirectly, any Taura shares. Upon the completion of the arrangement, Roxmore acquired ownership of an aggregate of 22,983,472 Taura shares, representing 100 per cent of the issued and outstanding Taura shares. The aggregate consideration paid by Roxmore for the Taura shares was an aggregate of 4,596,694 Roxmore shares. Upon completion of the arrangement, Taura became a wholly owned subsidiary of Roxmore.

Roxmore acquired the securities of Taura pursuant to the arrangement and intends for Taura to remain a wholly owned subsidiary of Roxmore at this time.

Legal counsel

Cassels Brock & Blackwell LLP and McMillan LLP acted as legal counsel to Taura and Roxmore, respectively, with respect to the arrangement.

About Roxmore Resources Inc.

Roxmore 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 ounces gold of inferred mineral resources (238 million tonnes at 0.539 gram per tonne gold for 4.13 million ounces measured; 92 million tonnes at 0.487 gram per tonne gold for 1.44 million ounces indicated; 25 million tonnes at 0.528 gram per tonne gold for 420,000 ounces inferred). With decades of expertise in Nevada and globally, Roxmore's board and management are focused on unlocking the potential of this project. For further details, please refer to the company's 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 the company's website and on its SEDAR+ profile.

Qualified person

Blake McLaughlin, PGeo, who is the qualified person as defined by NI 43-101, Standards of Disclosure for Mineral Projects, has reviewed and approved of the technical disclosure contained in this news release related to Roxmore. Mr. McLaughlin is an officer of Roxmore and therefore not independent pursuant to NI 43-101.

About Taura Gold Inc.

Taura is a subsidiary of Roxmore focused on gold exploration in Canada. It is currently actively exploring the Shabu project in the Red Lake district of Northwestern Ontario.

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