Mr. John Dorward reports

ROXMORE ANNOUNCES A C$30,000,000 NON-BROKERED PRIVATE PLACEMENT TO ADVANCE THE CONVERSE GOLD PROJECT

Roxmore Resources Inc. (formerly Axcap Ventures Inc.) has arranged a non-brokered private placement of common shares of the company for aggregate gross proceeds of $30-million. Pursuant to the offering, the company intends to issue an aggregate of 12.5 million common shares at an issue price of $2.40 per common share.

"This financing will be completed at a significant premium to the price of our recent financings and adds three leading cornerstone investors to our register. It is designed to provide us with a strong and durable capital foundation as we advance the preliminary economic assessment at our flagship Converse gold project in Nevada, USA, which remains on track to be released in the second quarter of this year. Importantly, this financing allows us to accelerate the commencement of the prefeasibility study and start making commitments for key work streams. The structure and scale of the offering reflect growing alignment with long-term investors who understand the development pathway at the Converse gold project. We are particularly encouraged by the addition of L1 Capital, a leading Australian investor," said John Dorward, chief executive officer of the company.

The proceeds of the offering will be used primarily to accelerate the advancement of the Converse gold project and for general corporate purposes, as approved by management of the company from time to time. Key items of the accelerated PFS work plan include:

• Committing to approximately 30,000 metres of core and reverse circulation drilling for resource infill and extension drilling;
• Reassay program to enable the inclusion of silver grades in future, post-PEA, resource estimates;
• Initiate comprehensive baseline studies and preliminary permitting activities;
• Hydrogeology and geotechnical drilling; and
• Further detailed metallurgical testwork to support later studies.

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.

The offering is expected to close on or about Feb. 27, 2026, or such other date or dates as the company may determine.

The closing of the offering is subject to customary closing conditions, including receipt of all required regulatory approvals, including the conditional acceptance of the Toronto Stock Exchange. In connection with the offering, the company may pay finders' fees to eligible finders in accordance with the rules and policies of the Toronto Stock Exchange.

3L Capital acted as Roxmore's financial adviser, and Euroz Hartleys Ltd. was Australian broker to the company.

About Roxmore Resources Inc.

Roxmore is focused on developing its flagship Converse gold project, one of the largest undeveloped gold deposits 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 Au for 4.13 Moz measured mineral resources, 92 Mt at 0.487 g/t Au for 1.44 Moz indicated and 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 of directors 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 the company website and on the company's SEDAR+ profile.

Qualified person

The scientific and technical information contained in this news release has been reviewed and approved by Vance Spalding, CPG, executive vice-president, exploration, for Roxmore, who is a qualified person within the meaning of National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

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