Mr. John Dorward of Axcap reports

AXCAP AND TAURA GOLD ANNOUNCE TAURA SHAREHOLDER APPROVAL OF PLAN OF ARRANGEMENT AND CONFIRM EFFECTIVE DATE OF AXCAP SHARE CONSOLIDATION AND NAME CHANGE

Axcap Ventures Inc. and Taura Gold Inc. have released the results of the annual general and special meeting of shareholders of Taura held on Nov. 14, 2025. In addition to approving each of the annual general business considered at the Taura meeting, Taura shareholders overwhelmingly approved the previously announced plan of arrangement between Taura and Axcap, pursuant to which Axcap will acquire 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).

In addition, Axcap is pleased to announce that it is has set post-market close on Nov. 19, 2025, as the effective date of the previously announced (i) consolidation of its issued and outstanding common shares on the basis of one postconsolidation Axcap share (each, a Roxmore share) for every 10 preconsolidation Axcap shares, and (ii) change of its corporate name to Roxmore Resources Inc. The Roxmore shares will commence trading on the Canadian Securities Exchange (the CSE) under the new trading symbol RM at the opening of trading on Nov. 20, 2025.

Results of the Taura meeting

Taura shareholders overwhelmingly approved the resolution regarding the arrangement. The arrangement resolution was duly approved by the requisite threshold of votes, being (i) the favourable vote of not less than 66.67 per cent of the votes cast on such resolution by Taura shareholders present in person or represented by proxy at the Taura meeting, and (ii) the favourable vote of not less than a simple majority of the votes cast on such resolution by Taura shareholders present in person or represented by proxy at the Taura meeting, excluding those persons required to be excluded under Canadian securities laws, as detailed in the Taura circular (as defined below). Taura shareholders also overwhelmingly approved all other annual general items of business at the Taura meeting, including, the election of directors, the appointment of the auditor and the reapproval of Taura's stock option plan.

Axcap consolidation and Axcap name change

As of the date hereof, Axcap has an aggregate of 493,643,563 Axcap shares issued and outstanding, on a non-diluted basis. Upon completion of the Axcap consolidation and the Axcap name change (and for certainty, without giving effect to the completion of the arrangement), an aggregate of 49,364,356 Roxmore shares will be issued and outstanding, on a non-diluted basis (without accounting for the elimination of fractional entitlements in connection with the Axcap consolidation). Axcap's authorized share capital will remain unchanged upon completion of the Axcap consolidation, and all outstanding convertible securities of Axcap will be adjusted accordingly in accordance with their terms in connection with the Axcap consolidation.

No fractional Roxmore shares will be issued in connection with the Axcap consolidation and, in the event a holder of Roxmore shares would otherwise be entitled to receive a fractional Roxmore share in connection with the Axcap consolidation, the number of Roxmore shares to be received by such shareholder will be rounded down to the nearest whole Roxmore share if that fractional share is less than one-half of a share, and will be rounded up to the nearest whole Roxmore share if that fractional share is equal to or greater than one-half of a share.

Upon completion of the Axcap consolidation and the Axcap name change, the Cusip, and ISIN of the Roxmore shares will be changed to 780017109 and CA7800171091, respectively.

The Axcap consolidation and Axcap name change were approved by the board of directors of Axcap in accordance with the Business Corporations Act (British Columbia) and the articles of Axcap. The Axcap consolidation was also approved (together with each of the annual general and special business considered) by the shareholders of Axcap at the annual general and special meeting of shareholders of Axcap held on Nov. 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 will be required to send their respective physical certificates representing the preconsolidation Axcap shares along with a properly executed letter of transmittal to Axcap's registrar and transfer agent, Odyssey Trust Company, in accordance with the instructions provided in the letter of transmittal. All Axcap shareholders who submit a duly completed letter of transmittal along with their respective physical certificates representing the preconsolidation Axcap shares to Odyssey Trust, will receive physical certificate(s) or direct registration system advice(s), as applicable, representing the Roxmore shares, in accordance with their instructions in the duly completed letter of transmittal.

Until surrendered, each physical certificate formerly representing Axcap shares will be deemed for all purposes to represent the number of Roxmore shares to which the holder thereof is entitled as a result of the Axcap consolidation.

Axcap shareholders who hold their Axcap shares in brokerage accounts or in book-entry form are not required to complete a letter of transmittal. However, intermediaries (for example, a securities broker, dealer, bank or financial institution) may have different procedures for processing the Axcap consolidation than those put in place by Axcap for registered Axcap shareholders. If you hold Axcap shares through an intermediary and have questions in this regard, you are encouraged to contact your intermediary.

Completion of the arrangement

The hearing for the final order of the Supreme Court of British Columbia to approve the arrangement is scheduled to take place at the courthouse at 800 Smithe St., Vancouver, B.C., on Wednesday, Nov. 19, 2025, at 9:45 a.m. (Vancouver time).

In addition to the receipt of the final order, completion of the arrangement remains subject to the receipt of applicable regulatory approvals (including the CSE and the TSX Venture Exchange), and the satisfaction or waiver of certain additional conditions described in the management information circular of Taura dated Oct. 14, 2025, which is available on Taura's SEDAR+ profile. Subject to the satisfaction or waiver (where permitted) of such closing conditions, it is anticipated that the arrangement will be completed on Nov. 20, 2025. Further information on the arrangement can be found in the Taura circular.

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 Au of measured and indicated mineral resources and 0.42 Moz Au inferred mineral resources (238 mt 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, 25 mt at 0.528 g/t Au for 0.42 Moz inferred mineral resources). With decades of expertise in Nevada and globally, the company'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 National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, has reviewed and approved of the technical disclosure contained in this news release related to Axcap. Mr. McLaughlin is an officer of Axcap and therefore not independent pursuant to NI 43-101.

About Taura Gold Inc.

Taura is focused on gold exploration in Canada. It is currently actively exploring the Shabu project in the Red Lake district of Northwestern Ontario. Taura is also active in assessing acquisition and joint venture opportunities in various jurisdictions from time to time.

We seek Safe Harbor.