Mr. Mario Vetro reports

AXCAP VENTURES ANNOUNCES AT-THE-MARKET OFFERING OF UP TO $20 MILLION

Axcap Ventures Inc. has entered into an equity distribution agreement dated May 23, 2025, with Haywood Securities Inc. Under the distribution agreement, the company will be entitled, at its discretion and from time to time during the term of the distribution agreement, to sell, through Haywood, as sole and exclusive placement agent, such number of common shares of the company having an aggregate gross sales price of up to $20-million. Sales of the common shares will be made through at-the-market distributions, as defined in National Instrument 44-102 -- Shelf Distributions, directly on the Canadian Securities Exchange (CSE) or, if any, other recognized Canadian marketplaces within the meaning of National Instrument 21-101 -- Marketplace Operations, where the common shares are listed, quoted or otherwise traded. The volume and timing of distributions under the ATM offering, if any, will be determined in the company's sole discretion. The common shares will be distributed at market prices or prices related to prevailing market prices from time to time. As a result, prices of the common shares sold under the ATM offering will vary as between purchasers and during the period of distribution. The ATM offering will be effective until the earlier of the issuance and sale of all of the common shares issuable pursuant to the ATM offering and May 16, 2027, unless terminated prior to such date by the company or the agent in accordance with the terms of the distribution agreement.

Distributions of the common shares under the ATM offering will be made and qualified by way of a prospectus supplement dated May 23, 2025, to the company's existing short form base shelf prospectus dated April 16, 2025. The prospectus supplement has been filed with the securities commissions in all provinces and territories of Canada. The prospectus supplement (together with the related base shelf prospectus) is available on the SEDAR+ website maintained by the Canadian Securities Administrators. Alternatively, the company or Haywood will send the prospectus supplement (including the base shelf prospectus) upon request. Such requests may be made by sending an e-mail to Haywood at ecm@haywood.com.

The company intends to use the net proceeds of the ATM offering to invest in early-stage or undervalued companies (public or private) or natural resource projects, for investment in other sectors, and for working capital purpose.

About Axcap Ventures Inc.

Axcap Ventures is an investment company whose primary objective is to identify promising investments, with a focus on acquiring gold projects in North America.

The company looks for projects with established resources and material expansion potential, where using management's extensive experience in deal sourcing, operations and capital raising maximizes returns for the company's shareholders.

We seek Safe Harbor.