COPPER CORP

ANNUAL INFORMATION FORM

As at June 30, 2025
(unless otherwise stated)

January 27, 2026

AXO COPPER CORP.
TABLE OF CONTENTS

Date of Information...2
Currency and Exchange Rate...2
Forward-Looking Statements...2
Technical Information...3
Abbreviations...3

CORPORATE STRUCTURE...3

GENERAL DEVELOPMENT OF THE BUSINESS...4
Three Year History...4

DESCRIPTION OF THE BUSINESS...6
General...6
Specialized Skill and Knowledge...7
Competitive Conditions...7
Components...7
Cycles...7
Contracts and Sub-Contracts...7
Environmental Protection...7
Employees...7
Foreign Operations...7
Market...8
Marketing Plans and Strategies...8
Bankruptcy and Similar Procedures...8

MINERAL PROJECTS...8
La Huerta Project...9
The San Antonio Project...12

RISK FACTORS...31

DIVIDENDS AND DISTRIBUTIONS...41

DESCRIPTION OF CAPITAL STRUCTURE...41

MARKET FOR SECURITIES...41
Trading Volume and Price...41
Prior Sales...41

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER...42

DIRECTORS AND OFFICERS...42
Name, Occupation and Security Holdings...42
Cease Trade Orders, Bankruptcies, Penalties or Sanctions...44
Conflicts of Interest...45

LEGAL PROCEEDINGS AND REGULATORY ACTIONS...45

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...45

MATERIAL CONTRACTS...46

INTERESTS OF EXPERTS...46
Names of Experts...46
Interests of Experts...46

TRANSFER AGENT AND REGISTRAR...47

ADDITIONAL INFORMATION...47

PRELIMINARY NOTES AND CAUTIONARY STATEMENTS

Date of Information

In this Annual Information Form (“AIF”), information is given as at June 30, 2025, unless otherwise stated.

Currency and Exchange Rate

All currency references in this AIF are in Canadian dollars unless otherwise indicated. Reference to “US dollars” or the use of the symbol “US$” refer to United States dollars.

Forward-Looking Statements

Certain statements in this AIF are forward-looking statements or information (collectively “forward-looking statements”). The Company (as defined herein) is hereby providing cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “may”, “will”, “should”, “would”, “continue”, “aim”, “forecast”, “focus”, “believe”, “schedule”, “potential”, “seek”, “target”, “strategy”, “during”, “ongoing”, “subject to”, “future”, “objectives”, “opportunities”, “committed”, “prospective”, “is expected to”, “anticipates”, “estimates”, “intends”, “plans”, “projection”, “could”, “vision”, “goals”, “objective” or “outlook” or the negative of these words or other variations on these comparable terminology) are not historical facts, may be forward-looking, and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed, and as such, undue reliance must not be placed on them. Forward-looking statements are also based on numerous material factors, including but not limited to: the Company’s present and future business strategies; local and global economic conditions; political conditions in jurisdictions where the Company operates; the price of precious metals, other minerals and key commodities; exchange rates; anticipated capital and exploration costs; and the availability of required approvals for the Company’s activities.

The risks, uncertainties and other factors, many of which are beyond the control of the Company, that could influence actual results include, but are not limited to: limited operating history; exploration, development and operating risks; regulatory risks; the speculative nature of exploration and development; unexpected geological conditions; substantial capital requirements and liquidity; the Company’s choices in capital allocation; financing risks and dilution to shareholders; competition; reliance on management and dependence on key personnel; fluctuating mineral and commodity prices and marketability of minerals; access to capital markets and financing; inflation and inflationary pressures; global supply chain constraints; security risks; title to properties; local residential concerns; Indigenous rights or claims; public health outbreaks; no mineral reserves or mineral resources; environmental risks; physical and regulatory risks related to climate change; unpredictable weather patterns and events; disruptions due to natural disasters and weather related events; governmental regulations and processing licenses and permits; changes in taxes; changes in interest rates; geotechnical difficulties and equipment failure; cybersecurity threats; management inexperience in developing mines; lack of reliable infrastructure; conflicts of interest of management; uninsurable risks; exposure to potential litigation; availability of insurance; the Company’s level of indebtedness; no history of paying dividends and no intention of paying dividends in the near future; volatility of the Company’s securities; and other factors beyond the control of the Company.

Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of the Company or the extent to which any factor, or

combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Technical Information

Unless otherwise noted herein, Mr. Charles Sparth, P.Geo, is a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and approved the scientific and technical information contained in this AIF.

Abbreviations

Precious Metals
Ag	Silver
Au	Gold
Base Metals
Pb	Lead
Cu	Copper
Zn	Zinc
Measurements
---	---
G	grams
Kg	kilograms
oz	ounces
m	metres
km	kilometres
ha	hectare
t/m3	tonnes per cubic metre

CORPORATE STRUCTURE

Axo Copper Corp. ("Axo Copper" or the "Company") was incorporated on April 15, 2021 under the Canada Business Corporations Act ("CBCA") under the name "Mexican Copper Corp." On May 15, 2024, the Company amended its articles to change its name to "Axo Copper Corp." The common shares of the Company (the "Shares") commenced trading on the TSX Venture Exchange (the "Exchange" of "TSXV") on June 4, 2025 under the trading symbol "AXO". The head and registered office of the Company is located at 2446 Purcells Cove Road, Halifax, Nova Scotia, Canada, B3P 2E6.

The following diagram sets out the intercorporate relationships among the Company's material subsidiaries as of the date of this AIF, including the percentage ownership of voting securities and the jurisdiction of formation or existence of each subsidiary:

Notes:

(1) Formerly CopperCu Mx, S.A. de C.V. ("AXOCU MX").
(2) The Company holds all of the issued and outstanding equity interests (partes sociales) of Sapuchi Minera, S. de R.L. de C.V. ("Sapuchi").

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

At June 30, 2025, the Company held one property, the La Huerta copper mining property (the “La Huerta Project”), located in the State of Jalisco, Mexico. The La Huerta Project consists of two distinct Mexican mining concessions with a total surface area of 11,331.1 hectares: Los Juanes (the “Los Juanes Concession”) and La Gallina (the “La Gallina Concession”). The La Huerta Project is described in more detail below under the heading “Mineral Projects”.

On January 27, 2026, the Company acquired the San Antonio gold property (the “San Antonio Project”) located in the State of Sonora, Mexico from Osisko Development Corp. (“ODV”), through its wholly-owned Mexican subsidiary Sapuchi. Sapuchi is the registered holder of the mining concessions and other assets relating to the San Antonio Project. The San Antonio Project is described in more detail below under the headings “Subsequent Events” and “Mineral Projects”.

La Gallina Concession – Overview and Acquisition of Rights

The La Gallina Concession, a copper and silver exploration property, is located in the municipality of Cuautitlán de García Barragán, Jalisco State in southwestern Mexico. The La Gallina Concession consists of a Mexican mining concession with a surface area of 11,306.1 hectares. Prior concession owners completed a small drilling campaign of 17 holes. Exploration by AXO Copper in 2023 and 2024 has included channel samples, chip/grab samples of surface mineralization, IP geophysics and diamond drilling (7 holes).

On November 10, 2022, the Company entered into an agreement (the “Rights Option Agreement”) which provides the exclusive option to acquire 100% of the rights to the La Gallina Concession of the La Huerta Project. As consideration, the Company agreed to make the following cash payments and common share issuances:

| | Cash
US$ | Common Shares

|

| --- | --- | --- |
| At inception | 1,000,000 | - |
| Due 1 year after signing, paid monthly | 1,500,000 | 1,000,000 |
| Due 2 years after signing, paid monthly | 1,500,000 | 1,000,000 |
| Due 3 years after signing, paid monthly | 1,500,000 | 1,000,000 |
| Due 4 years after signing, paid monthly | 2,500,000 | 2,000,000 |
| | 8,000,000 | 5,000,000 |

The Company made a payment of US$1,000,000 at inception of the Rights Option Agreement. Pursuant to the Rights Option Agreement, the cash consideration owing subsequent to inception is payable in equal monthly installments which commenced in November 2023. As of June 30, 2025, 20 monthly payments of US$125,000 have been made and 2,000,000 common shares have been issued pursuant to the Rights Option Agreement. The Company can terminate the Rights Option Agreement at anytime by providing 60 days written notice.

Los Juanes Concession – Overview and Acquisition

The Los Juanes Concession, a copper and silver exploration property, is located in the municipality of Cuautitlán de García Barragán, Jalisco State in southwestern Mexico. The Los Juanes Concession consists of a Mexican mining concession with a surface area of 25.0 hectares. Small scale artisanal mining activities as well as step out drilling have taken place on the Los Juanes Concession. Prior concession owners completed a drilling campaign of 26 holes. Exploration by AXO Copper in 2023 and 2024 has included channel samples, chip/grab samples of surface mineralization, IP geophysics and diamond drilling (19 holes).

On May 4, 2023, the Company entered into a Rights Assignment which provides for the assignment of 100% of the exclusive rights to the Los Juanes Concession of the La Huerta Project. The Rights Assignment Agreement required the Company to make a one-time payment of MxP350,000, which was paid on May 14, 2024.

Upon signing of the Rights Assignment Agreement on May 4, 2023, payments due pursuant to the Commercial Agency Agreement signed on January 15, 2022 became effective. Pursuant to the Commercial Agency Agreement, the Company agreed to make the following cash payments:

| | Cash
US$ |
| --- | --- |
| At inception | 600,000 |
| During 1st year after signing, paid monthly | 500,000 |
| During 2nd year after signing, paid monthly | 500,000 |
| During 3rd year after signing, paid monthly | 500,000 |
| During 4th year after signing, paid monthly | 500,000 |
| During 5th year after signing, paid monthly | 500,000 |
| | 3,100,000 |

In accordance with Commercial Agency Agreement, the annual amounts are being paid in equal monthly installments over each year. The Company can terminate the Commercial Agency Agreement at any time if it no longer wishes to acquire and maintain an interest in the Los Juanes Concession.

Financings

During the year ended June 30, 2023, the Company completed the following financings:

A non-brokered private placement of 37,072,698 Shares at a price of $0.15 per Share for gross proceeds of $5,560,964.
A brokered private placement of 15,372,500 Shares at a price of $0.40 per Share for gross proceeds of $6,149,000. In addition, the Company issued 461,175 compensation warrants, with each compensation warrant entitling the holder thereof to purchase one Share at a price of $0.40 per Share for a period of two years from June 4, 2025.

During the year ended June 30, 2024, the Company completed the following financings:

A non-brokered private placement of 2,870,000 Shares at a price of $0.40 per Share for gross proceeds of $1,148,000. The Company incurred a finder’s fee and other share issue costs totalling $33,665.
A brokered private placement of 3,625,000 Shares at a price of $0.40 per Share for gross proceeds of $1,450,000. In addition, the Company issued 108,751 compensation warrants, with each compensation warrant entitling the holder thereof to purchase one Share at a price of $0.40 per Share for a period of two years from June 4, 2025.

Initial Public Offering and Listing

On June 4, 2025, the Company completed an initial public offering (the “IPO”) of 20,909,300 units at a price of $0.55 per unit for total gross proceeds of $11,500,115 and the Shares began trading on the TSXV under the trading symbol “AXO”. Each unit consists of one Share and one-half of one Share warrant (each whole warrant, an “IPO Warrant”), with each IPO Warrant entitling the holder thereof to purchase one Share at a price of $0.70 per Share at any time prior to the close of business on June 4, 2027, subject to certain adjustments.

Subsequent Events

After completion of the IPO, Axo Copper initiated a Phase II drill program at its La Huerta Project targeting the main La Huerta Trend around the Las Marias Zone. As of June 30, 2025, the Phase II drill program was underway, with initial results yet to be received.

On January 27, 2026, the Company acquired the San Antonio Project from ODV in consideration for issuing 15,325,841 Shares (representing 9.99% of the issued and outstanding Shares), together with the following contingent payments: (i) a cash payment equal to 70% of any Mexican value-added tax refund due and owing to Sapuchi in respect of any period ending on or before January 27, 2026; (ii) up to US$4,000,000 in aggregate, payable as follows: (A) US$2,000,000 in cash or Shares or combination of both (up to a maximum of 9,398,496 Shares), at the election of Axo Copper, upon the filing of a feasibility study on the San Antonio Project prepared in accordance with NI 43-101, and (B) US$2,000,000 in cash upon completion of the first gold pour at the San Antonio Project; and (iii) in the event that Axo Copper completes one or more equity financings resulting in aggregate gross proceeds of at least US$10,000,000, ODV will be issued up to 5,521,699 Shares so as to maintain its 9.99% interest in Axo Copper on the initial US$10,000,000 raised (the “Transaction”), subject to certain adjustments.

In connection with the Transaction, Axo Copper issued 7,655,250 Shares (representing 4.99% of the issued and outstanding Shares) to OR Royalties International Ltd. (“OR International”), a wholly-owned subsidiary of OR Royalties Inc., in consideration for OR International entering into an amended and restated stream agreement with Sapuchi in respect of the stream held by OR International on the gold and silver on the San Antonio Project. As additional consideration, in the event that Axo Copper completes one or more equity financings resulting in aggregate gross proceeds of at least US$10,000,000, OR International will be issued up to 2,758,086 Shares so as to maintain its 4.99% interest in Axo Copper on the initial US$10,000,000 raised, subject to certain adjustments.

In connection with the Shares to be issued under the Transaction, each of ODV and OR International have agreed to: (i) enter into a lock-up agreement providing for restrictions on the transfer of such Shares for 12 months following the completion of the Transaction; and (ii) provide voting support for certain matters presented at meetings of the shareholders of Axo Copper for 24 months following the completion of the Transaction.

On January 27, 2026, the Company filed a technical report in respect of the San Antonio Project prepared in accordance with NI 43-101 titled “NI 43-101 Technical Report for the San Antonio Project, State of Sonora, Mexico” dated November 1, 2025 (with an effective date of November 1, 2025), prepared for the Company by William J. Lewis, P.Geo. and Richard Gowans, P.Eng. of Micon International Limited and Rodrigo Calles-Montijo, CPG of Servicios Geológicos IMEx, S.C. (the “San Antonio Technical Report”), the full text of which is incorporated by reference into this AIF. See “Mineral Projects – San Antonio Project” for more information on the San Antonio Project.

DESCRIPTION OF THE BUSINESS

General

Axo Copper is a junior mineral exploration company engaged in the identification, acquisition, exploration and, if warranted, development of mineral properties. At of the date of this AIF, the Company holds two properties, La Huerta Project and the San Antonio Project. The La Huerta Project is located in the State of Jalisco, Mexico and consists of two distinct Mexican mining concessions with a total surface area of 11,331.1 hectares: the Los Juanes Concession and the La Gallina Concession. The San Antonio Project is located in the State of Sonora, Mexico and is comprised of 43 mineral concessions for a total property area of 11,338.024 hectares. The La Huerta Project and the San Antonio Project are described in more detail below under the heading “Mineral Projects”. The Company’s principal objective is to explore and develop the La Huerta Project and the San Antonio Project, and to identify other properties worthy of investment and exploration.

The Company’s mineral properties are currently in the exploration and development stage and the Company, therefore, have no producing properties and no operating income or cash flow. There is no assurance that a commercially viable mineral deposit exists on Axo Copper’s mineral properties. The principal metals for which Axo Copper is exploring are copper, gold and silver.

Specialized Skill and Knowledge

As a company focused on mineral exploration and development, Axo Copper requires specialized skills and knowledge in many areas, including geology, drilling, logistical planning and implementation of exploration and development programs, areas of expertise in which there are limited human resources available at any given time. It may be difficult to locate and retain qualified employees and consultants during periods of increased activity in the resource development industry, which may affect Axo Copper’s activities.

Competitive Conditions

The mineral exploration and mining industry is competitive in all phases of exploration, development and production. In the event that Axo Copper intends to acquire additional properties in connection with its exploration and development activities, it will be in competition with other mineral property development companies.

Competitors for these interests may have greater financial resources and technical facilities than Axo Copper. As a result, Axo Copper may not be able to acquire desired properties in the future on acceptable terms. Axo Copper also competes with other mining companies to attract and retain qualified employees.

Components

The raw materials and services that are required by Axo Copper to carry on its business are available through normal supply or business contracting channels.

Cycles

The metals and precious metals mining business is subject to mineral price cycles and the marketability of minerals and mineral concentrates is also affected by worldwide economic cycles.

Contracts and Sub-Contracts

It is not expected that the business of Axo Copper will be affected in the current financial year by the renegotiation or termination of contracts or sub-contracts.

Environmental Protection

The exploration and development activities of Axo Copper are subject to environmental regulations in the jurisdictions where its properties are located, including requirements for environmental baseline studies and environmental assessments, which may materially affect Axo Copper’s operations, and in turn, its capital expenditures, profit and/or loss, or competitive position.

Employees

Axo Copper had one employee at June 30, 2025. Essentially all executive, geological and administrative functions are performed by consultants and contractors. In addition, Axo Copper frequently uses consultants and contractors in connection with its exploration activities.

Foreign Operations

Both the La Huerta Project and the San Antonio Project are located in Mexico and, therefore, are subject to social, political and other risks. For further discussion of risks relating to foreign operations, see the discussion under the heading “Description of the Business – Risk Factors”.

Market

Axo Copper’s principal products under exploration are copper and precious metals, primarily silver and gold. The market for these metals and precious metals is global and, as a result, if Axo Copper’s mineral properties begin production, Axo Copper should have access to a number of purchasers in connection with its sales of metals and precious metals. Axo Copper expects to sell its product to refiners in Mexico and the United States.

Marketing Plans and Strategies

Axo Copper is not yet producing any mineral products and, as a result, it is not undertaking any marketing activities and does not require a marketing plan or strategy.

Bankruptcy and Similar Procedures

There are no bankruptcy, receivership or similar proceedings against Axo Copper or any of its subsidiaries, during the current financial year and the three most recently completed financial years, nor is Axo Copper aware of any such pending or threatened proceedings. There has not been any voluntary bankruptcy, receivership or similar proceedings by Axo Copper since its incorporation or any of its subsidiaries has occurred since their incorporation.

Environment, Social and Governance

Axo Copper recognizes that adopting strong Environment, Social and Governance (“ESG”) practices is important to the successful operation of its business and the maintenance of its social license in the communities where it operates. Axo Copper believes that it can be a leader in the Canadian junior mining sector through the incorporation of ESG initiatives into its business strategy, operations, and management systems. As a reflection of its commitment to ESG issues, the board of directors of Axo Copper (the “Board”) established the Safety, Environmental and Social Sustainability committee (the “SESS Committee”) to provide oversight on ESG matters, including occupational health and safety and environmental and social sustainability, in accordance with the charter of the SESS Committee. The SESS Committee will also oversee the development of a comprehensive ESG strategy for Axo Copper that is expected to help Axo Copper conduct its business in ways that are principled, transparent and accountable to all stakeholders, including shareholders, employees, local communities, governments and the environment, all with a view to the creation and preservation of long-term shareholder value.

MINERAL PROJECTS

As of the date of this AIF, the Company has two material mineral projects, the La Huerta Project and the San Antonio Project, which are described below.

The technical information in this section regarding the La Huerta Project is extracted from the technical report titled “Technical Report on the La Huerta Copper Property Jalisco State, Mexico” dated March 28, 2025 (with an effective date of January 24, 2025), prepared for the Company by William Stone, Ph.D., P.Geo., Brian Ray, P.Geo. and Eugene Puritch, P.Eng., FEC, CET of P&E Mining Consultants Inc. (the “La Huerta Technical Report”).

The technical information in this section regarding the San Antonio Project is extracted from the San Antonio Technical Report.

The following summary texts have been reproduced in full from each of the La Huerta Technical Report and the San Antonio Technical Report and the detailed disclosure therein is incorporated into this AIF by reference. The full texts of the La Huerta Technical Report and the San Antonio Technical Report are available for review on SEDAR+ at www.sedarplus.ca under the Company’s profile.

La Huerta Project

Introduction

AXO Copper Corp. (“AXO Copper” or the “Company”) retained P&E Mining Consultants Inc. (“P&E”) to complete an independent National Instrument 43-101 (“NI 43-101”) Technical Report (the “Report”) on the La Huerta Property (the “Property”), located in Jalisco State, Mexico. Copper and silver mineralization occur on the La Huerta Property.

Location, Mineral Tenure, Surface Rights, Permits

The La Huerta Property is located in the Municipality of Cuautitlán de García Barragán, Jalisco State in southwestern Mexico. Cuautitlán de García Barragán is located in the south of the State of Jalisco and has a population of 2,794 inhabitants. Specifically, the Property is located 14 linear km southeast of the Town of Cuautitlán. The Property is centered at 580,200 m E and 2,146,900 m N, Zone 13Q (UTM - NAD 83). The average elevation is 680 masl.

The La Huerta Property consists of two Mexican mining concessions named Los Juanes and La Gallina, with a total surface of 11,331 ha. The Los Juanes Mining Concession is owned by the Mexican company, CopperCu Mx, S.A. de C.V. Copper Cu Mx, S.A. de C.V. is 99.998% owned by AXO Copper Corp. and 0.002% owned by CopperCu Can Corp. CopperCu Can Corp. is, in turn, wholly-owned by AXO Copper Corp., which gives AXO Copper Corp. a consolidated 100% ownership of CopperCu MX, S.A. de C.V.

Conversely, CopperCu Mx holds exploration and exploitation rights to the La Gallina Mining Concession, and an assignment of rights option to definitively acquire its ownership, according to the Exploration with Assignment of Rights Option Agreement executed on November 10, 2022 (the “Option Agreement”). On November 10, 2022, CopperCu Mx entered into the Option Agreement which provides the exclusive option to acquire 100% of the rights to the La Gallina Concession. As consideration, the Company agreed to make the following cash payments (US$) and common share issuances:

At Inception:	$1,000,000	---
Due 1 Year After Signing:	$1,500,000	1,000,000
Due 2 Years After Signing:	$1,500,000	1,000,000
Due 3 Years After Signing:	$1,500,000	1,000,000
Due 4 Years After Signing:	$2,500,000	2,000,000
TOTAL	$8,000,000	5,000,000

The two concessions are distinct in that the Los Juanes Concession has had historical artisanal mining activities and considerable step-out drilling (i.e., “brownfields”), whereas no mining and little exploration drilling has taken place on the La Gallina Concession. Both the Los Juanes and La Gallina Mining Concessions are valid as of the effective date of this Report.

As of the effective date of this Report, the ejido Ayotitlan have signed a 5-year term agreement with CopperCu Mx for surface access and mining activities.

The La Huerta Property is typical of many historical mining districts in Mexico, in that it has prior historical mine workings, historical buildings and foundations.

There are no known cultural restrictions on exploration activity at La Huerta. However, an Environmental Impact Statement (an “informe preventiva”) must be issued, and filed with SEMARNAT for any expected surface land disturbance, such as road building or mining. This Statement must outline the work to be done, state any surface disturbance planned and what measures

10 -

will be taken to mitigate surface and other environmental disturbances. If SEMARNAT determines that the environmental disturbance will be significant, a reclamation bond may be required before work can resume. If extensive roadbuilding is required, a “Cambio de Suelos” plan may need to be filed with the Procaduria Federal de Protección (“PROFEPA”). Extensive road building is not considered necessary for exploration at La Huerta. To the extent known, and apart from the remaining historical mining and infrastructure, the Authors are not aware of any other significant factors or risks that may affect access, title or right or ability to perform work on the La Huerta Property.

Access, Climate, Resources And Infrastructure

Access to the La Huerta Property is via a 22 km paved and dirt road from the Town of Cuautitlán. Large stretches of the road are intermittently maintained by the Municipality.

The La Huerta Project is located in a sub-humid warm climate (“Aw2”) has an average annual temperature higher than 22°C and the temperature of the coldest and warmest month above 17 and 22°C, respectively.

The La Huerta Property is remote with food, fuel and lodging available in Cuautitlán. Personnel are lodged at hospitality facilities in Cuautitlán. A drill core logging shack and storage area is present on-site. Cellular reception is sporadic around the main camp and, although satellite internet equipment is present at the camp, a tower is required to improve reception. Supplies can be acquired from Cuautitlán or other nearby communities. Heavy equipment or construction materials may require transport from larger cities, such as Mazanillo.

Electricity at the La Huerta Project is provided by a portable generator. An existing grid hookup is available on the Property from the historical operations. This system will be re-connected when an adequate amount of power will be used by AXO Copper to justify using grid power. Sufficient water for camp, exploration and operating purposes comes from Rancho Veijo River, which runs adjacent to the Property. Mining personnel can be sourced locally or from Cuautitlán de Garcia Baragan. The Town of La Huerta, to the west of the camp, is another Town of Minatitan, where the Pena Colorado Iron Mine sources its labour.

History

Historically, limited exploration activities have taken place on the La Huerta Property. On the Los Juanes Concession, small-scale, informal mining activities have taken place and ended in 2022. Historical production figures were not well documented. Prior concession owners completed step-out drilling programs in 2020.

On the La Gallina Concession, no mining has taken place and less exploration drilling has been completed compared to Los Juanes. Prior concession owners completed greenfield exploration programs, including drilling in 2020, on the La Gallina Concession.

The database of historical drilling compiled by AXO Copper contains drill hole collar locations, geological drill hole logs, and down-hole assay information from 61 diamond drill holes totalling 7,232 m. None of the short infill drill holes were surveyed downhole for deviations. All drill holes were inclined between -30 and -90° and drill hole lengths varied from 33 to 322 m. Many of the drill holes intersected significant copper mineralization.

Geology, Mineralization and Deposit Type

The La Huerta Property, located at the Sierra Madre del Sur, occupies a parallel trend in the states of Jalisco, Colima, Michoacán and Guerrero, and is characterized by the presence of a volcano-sedimentary sequence of Cretaceous age (120 to 90 Ma), composed mainly of limestone, andesite and dacite volcanic flow sequences and intrusive rocks of Late Cretaceous-Early Tertiary age. The basic geologic framework for the Property is a volcano-sedimentary sequence (Tepalcatepac Fm) that has

11 -

been later intruded by diorite and granite intrusions. These intrusions, during emplacement, propagated aplite dykes that host the copper mineralization. Field observations indicate that the magnetite-chalcopyrite mineralization related to aplite dykes that cut favorable and more permeable rocks of andesite composition.

Mineralization at the La Huerta Property is characterized by Cu-Fe sulphides (chalcopyrite and minor bornite), Cu oxides and abundant iron oxides (magnetite and specular hematite). Hydrothermal alteration is represented by sodic-calcic (albite, actinolite, epidote) and potassic (biotite, orthoclase) assemblages with minor chlorite, sericite and late calcite. These deposits occur closely associated with coeval Mesozoic intrusions as we observe in La Huerta (El Aguila Target and set of Aplite feeder dykes) and are structurally controlled by an arc-parallel structural system interpreted as a Thrust and Fault product of an active compressional and (or) transpressional deformation.

It is the Authors' opinion that the main mineralization is indicative of an IOCG system (e.g., Los Juanes Concession – Las Marias and Punto 3 Zones). In addition, on the La Gallina Concession, there are zones of porphyry-style mineralization (e.g., Parejitas and Porphyry Zones).

Exploration and Drilling

AXO Copper completed exploration and diamond drilling programs on the La Huerta Property in 2023. The exploration programs included trench excavating, channel sampling, and chip/grab samples of surface mineralization and induced polarization (IP) and ground magnetic surveys.

Data from 61 historical drill holes have been compiled by AXO Copper. In order to ensure the credibility of the historical drilling data, the Company verified collar locations, completed three twinned drill holes, and resampled all witness historical drill core. Little was found in geographic inaccuracies, and assay results do not vary significantly from the original results.

In 2023, AXO Copper completed 28 HQ and NQ diamond core holes totalling 4,209 m. In total, 89 drill holes have been completed for 11,441 m on the La Huerta Property. All the AXO Copper drill holes were inclined between -39 and -90° and drill hole lengths varied from 33 to 259 m. Many of the drill holes intersected significant copper and silver mineralized intervals.

Sample Analyses and Data Verification

It is the Authors' opinion that sample preparation, security and analytical procedures for the La Huerta Property were adequate, and that the data are of acceptable quality and satisfactory for use in this Report. Future drill core sampling at the Property should include the insertion and monitoring of field and coarse reject duplicates, and to collect a minimum of 5% of all future drill core samples for check assaying at a reputable secondary laboratory.

Verification of the La Huerta Property data was undertaken, and included an independent site visit in January 2025, with due diligence sampling, verification of drilling assay data, and assessment of the available QA/QC data for the drilling data. The Authors consider that there is adequate correlation between the Cu assay values in AXO Copper's database and the independent verification samples collected and analysed at Actlabs, and that the supplied data are of acceptable quality and satisfactory for use in this current Report on the La Huerta Property.

Conclusions and Recommendations

Overall, La Huerta presents significant exploration potential underpinned by its geological setting and evidence of historical mining, positioning it as a notable asset for future Mineral Resource development in Mexico's mining sector.

The La Huerta Property has significant copper-silver mineralization and the Authors recommend that AXO Copper proceed with an initial Mineral Resource Estimate that requires drill testing in two

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Phases. Phase 1 should be step-out drilling and in-fill drilling proximal to the Las Marias Mine on the Los Juanes concession. Phase II should consist of exploration drilling of several drill targets that have been revealed in geophysical surveys distal to historical mining activity and spread across the La Gallina concession. The Company should also proceed with an initial metallurgical testwork study.

A recommended program and budget of US$2.2M is presented in Table 1.1.

| TABLE 1.1
RECOMMENDED PROGRAM AND BUDGET | | | |
| --- | --- | --- | --- |
| Program | Units (m) | Unit Cost (US$/m) | Cost Estimate (US$) |
| Phase 1 – Step-out drilling on Los Juanes Concession | 5,000 | 200 | 1,000,000 |
| - Drill pad construction | | | 50,000 |
| - Metallurgical Study | | | 100,000 |
| - Consultants | | | 200,000 |
| - Structural mapping program | | | 50,000 |
| Phase 1 Subtotal | | | 1,400,000 |
| Phase 2 – Exploration drilling on the La Gallina Concession | 2,500 | 200 | 500,000 |
| - Structural mapping program | | | 50,000 |
| - Consultants | | | 50,000 |
| Phase 2 Subtotal | | | 600,000 |
| | | | |
| Contingency (10%) | | | 200,000 |
| | | | |
| Total | 7,500 | | 2,200,000 |

The San Antonio Project

General

Axo Copper Corp. (Axo Copper) has retained Micon International Limited (Micon) to reissue its July, 2022, Technical Report on the San Antonio Project (San Antonio Project or the Project) in the State of Sonora (Sonora), Mexico. The July 2022 Technical Report was originally compiled for Osisko Development Corp. (Osisko Development) since which time Axo Copper has agreed to acquire the Project from Osisko Development.

The July, 2022 Technical Report included an audit of the mineral resource estimate for the San Antonio Project, by William J. Lewis, P.Geo., Micon’s Qualified Person (QP). Mr. Lewis, who was independent of Osisko Development is responsible for the audited mineral resource estimate.

The 2022 San Antonio Project mineral resource estimate which was audited by Micon’s QP was conducted by Leonardo de Souza, MAusIMM (CP), of Talisker Exploration Services Inc. (Talisker). The 2021 and 2025 site visits were conducted by Micon’s associate, Rodrigo Calles-Montijo, CPG of Servicios Geológicos IMEx, S.C. (IMEx).

When auditing the mineral resource estimate, Micon’s QP used the following guidelines:

The CIM Definitions and Standards for Mineral Resources and Reserves, adopted by the CIM council on May 10, 2014.
The CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines, adopted by the CIM Council on November 29, 2019.

Mr. Lewis reviewed the 2022 mineral resource estimate for the purposes of inclusion in this Technical Report and believes that the 2022 mineral resource estimate remains current as no further exploration work has been conducted since publication of the 2022 mineral resource estimate. However, 2025 metal prices are currently higher than those used originally to determine the reasonable prospects for

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economic extraction. Micon's QP recommends that Axo Copper considers updating the mineral resources for the San Antonio Project upon conclusion of its own exploration programs.

This report discloses technical information, the presentation of which requires Micon's QPs to derive sub-totals, totals and weighted averages that inherently involve a degree of rounding and, consequently, introduce a margin of error. Where these occur, Micon's QPs do not consider them to be material.

The conclusions and recommendations in this report reflect Micon's QPs best independent judgment in light of the information available to them at the time of writing. Micon and the QPs reserve the right, but will not be obliged, to revise this report and conclusions if additional information becomes known to them subsequent to the date of this report. Use of this report acknowledges acceptance of the foregoing conditions.

This report is intended to be used by Axo Copper subject to the terms and conditions of its agreement with Micon. That agreement permits Axo Copper to file this report as a Technical Report on SEDAR+ (www.sedarplus.com) pursuant to provincial securities legislation.

Neither Micon nor its QPs have, nor have they previously had, any material interest in Axo Copper or related entities. The relationship with Axo Copper is solely a professional association between the client and the independent consultants. This report is prepared in return for fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.

Micon's QPs are pleased to acknowledge the helpful cooperation of Axo Copper management and consulting field staff, all of whom made any and all data requested available and responded openly and helpfully to all questions, queries and requests for material.

The contents of this report supersede and replace all prior Technical Reports written for the San Antonio Project.

Property Location, Description and Ownership

Location

The San Antonio Project is located in the south-central portion of the Mexican state of Sonora, which borders on the American state of Arizona, and is approximately 138 km southeast of the city of Hermosillo, the capital of Sonora. The Project is specifically located within the Sonoran municipalities of Soyopa and San Javier, within the San Javier Mining District.

Axo Copper Acquisition of the San Antonio Project

Axo Copper is in the process of acquiring (the acquisition Closed January 27, 2026) the San Antonio Project for an upfront payment in shares such that Osisko Development will own 9.99% of Axo Copper, in addition to US$4 million in future consideration, payment of which is broken down as follows:

A US$2 million payment upon the filing of a feasibility study for the Project, which can be paid in cash or shares at Axo Copper's option.
A US$2 million payment at first gold production from the San Antonio Project.

The existing 15% stream agreement with Osisko Gold Royalties Ltd. (now "OR Royalties Inc." or "OR Royalties") will be changed to the following:

The stream agreement will be reduced from 15% of gold and silver delivered to 7.15%.
OR Royalties will pay 30% of the London spot metals prices for the gold and silver delivered, up from the 15% in the previous agreement.

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Osisko Development Ownership

In August, 2020, Osisko Gold Royalties Ltd. acquired the San Antonio Project. The San Antonio Project was subsequently transferred to Osisko Development, as part of the Reverse-Take-Over (RTO) transaction and the formation of Osisko Development. Osisko Gold Royalties Ltd. retained a 15% stream on the gold and silver produced from the Project. The stream is secured by a first ranking security. There are no other royalties that exist on the Project. There was a historic royalty on the property and payments were made to the holder, but and this royalty is now extinguished.

Osisko Development owned 100% of the San Antonio Project through its wholly owned Mexican subsidiary Sapuchi Minera S. de R.L. de C.V. (Sapuchi Minera) which is based in Hermosillo.

On May 8, 2025, Osisko Gold Royalties Ltd. announced that it had completed its name change to OR Royalties Inc. and Redevances OR Inc., in French, following receipt of shareholder approval at the annual and special meeting of shareholders that day.

Property Description

The San Antonio Project is comprised of 43 mineral concessions which vary in size and are mostly contiguous, for a total property area 11,338.024 ha.

All concessions are subject to a bi-annual fee and the filing of reports in May of each year covering the work accomplished on the property between January and December of the preceding year. The fee rates are estimated in US dollars, based on the rates published in the "Diario Oficial de la Federación (DOF)" as of February 28, 2020.

Accessibility, Climate, Physiography, Local Resources and Infrastructure

Accessibility

The San Antonio Project is located west of the Yaqui River and situated largely within the San Javier Mountain Range (Sierra de San Javier), which is part of the Western Sierra Madre. The eastern edge of the holdings is located near the river at an elevation of approximately 250 metres above sea level (masl), the lowest point on the property.

Access from Hermosillo, the capital of Sonora, to the site is via Federal Highway 16, a two-lane paved road, east for 164 km. This road connects to an improved dirt road immediately west of the Yaqui River, for approximately 8 km to the Luz del Cobre copper plant, field camp, offices and workshop. The site is approximately a 3-hour drive from the international airport in Hermosillo. The airport in Hermosillo has daily flights to Mexico City and some US destinations.

Physiography

The climate allows regular activities to take place on a year-round basis, with temperatures ranging from near freezing overnight in the winter, upwards to nearly 50° Celsius (C) in the summer. On average, winters are mild, but summers are generally hot, with daily temperatures averaging in excess of 40°C. Although the area is semi-arid, occasional heavy thunderstorms occur in the summer (typically from July to September) and a more persistent light rain may fall during December and January.

Climate

The housing camp and office site is located just west of the Yaqui River, in the gently rolling hills within the river basin. One kilometre north of the camp and office facilities is the village of San Antonio de La Huerta, located on the west bank of the river. To the west part of the San Antonio Project, the topography becomes mountainous. Site elevations range from 250 msl at the camp to over

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1,300 msl on the high peaks. Generally, the terrain is steep and rugged with vegetation characteristic of the semi-arid climate. The brush and trees are dormant during much of the year but, during and following the summer rains, for several months the vegetation becomes much denser.

Local Resources and Infrastructure

The industrial centre and state capital city of Hermosillo is three hours' drive time to the west and provides the full range of services and supplies typically needed for a mining project.

Experienced and competent mining professionals are readily available in Mexico and general labour can be recruited from the surrounding small towns or regional centres.

The historic camp facilities have been established near the Yaqui River on the eastern side of the property. This is less than a kilometre south from the village of San Antonio de La Huerta. The population of the village is approximately 297 people, which increases when jobs are locally available. Other villages of a similar or slightly larger size within a 20 km radius include Tonichi, Soyopa, San Javier and Onavas. All communities are accessible by paved and/or improved dirt roads.

The camp and administration facilities are located on the eastern side of the property. The Luz del Cobre mine owns the license to a fully permitted water well (350,000 m³/year) about 800 m northeast of the camp. The Yanqui River was also previously used to supply water to the camp and the processing plant.

A 13.2 KV power transmission line crosses the property from the Novillo hydroelectric facility 30 km to the north. The line currently provides power for the camp and office facilities. The site also has generators which were originally required to produce power for the mining and milling of ore from the Luz del Cobre deposit.

Relatively flat terrain, suitable for the construction of facilities is present near the river. However, most facilities are likely be located near mine locations, where it is anticipated that such features as tailings impoundments, leach pads, and waste disposal areas will be sited in adjacent valleys.

History

Historical Exploration and Mining Development

Early mining activity is poorly documented, although small scale, but locally extensive, underground workings attest to this work and are present at the Sapuchi, Luz del Cobre and Realito deposits. Except for the physical evidence of mining, there are few records to quantify the historical work. The most extensive workings are at the Luz del Cobre deposit, where six levels were developed, with a portion of this work conducted in the 1970s. The workings at the Sapuchi deposit are the next most developed, typically with adits and small stopes on one level and with the total length of the underground development probably ranging in hundreds of metres. Underground mining has been carried out at the Sapuchi deposit by local miners in three closely spaced and connected mines named the Mina Grande, Mina Uvalama and Mina Halcon. These workings are located near the central part of the Sapuchi ridge. At the Realito deposits, the old workings are generally much smaller, with individual adit lengths ranging up to a maximum of several tens of metres. Collectively, the mines have hundreds of metres of workings, including several limited stopes, but no records have been located to indicate the amount or historic grades of the extracted material.

The core area of the property holdings was historically held by Minera Sanex S.A. de C.V. (Minera Sanex), a Mexican company that had been active intermittently in the area and had maintained the claims continuously for several decades. It appears, from sketchy records, that Minera Sanex conducted limited exploration on its own behalf and also at various times optioned or joint ventured the property, but at no time, did the ownership of the property change. Records also show that as early

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as 1910, Luz del Cobre has been subject to small scale underground mining activities by a group of Mexican-Arizona (USA) copper mining interests.

Prior to 1972, the data are incomplete, but intermittent copper production from the Luz del Cobre deposit is thought to have occurred, utilizing both open pit and underground mining methods. Incomplete records regarding this activity are available but the total amount of material excavated from the period has been estimated by previous exploration companies at approximately 75,000 t.

Gold bearing rocks from a number of prospects in the Realito deposits were mined on a small scale by Minera Sanex in the 1970s. The mined material was processed in a 50 t/d ball mill and flotation plant, with portions of the plant still located on the property, near the current camp site.

On the portion of the property containing the Luz del Cobre deposit several companies conducted exploration activities to expand or define the copper resources under various option agreements with Minera Sanex. Alcoa Corporation (Alcoa) began exploration in 1972 in the vicinity of the Luz del Cobre deposit and expanded the underground workings. The project was dropped in 1974, reportedly due to low metal prices.

The project appears to have been dormant until Chutine Resources Ltd. (Chutine) optioned the property in 1990 and conducted limited exploration. A feasibility study, based on this work and the previous work, was completed by White Resources in 1991.

In October, 1993, a purchase agreement was concluded between Minera Sanex and Golden News Resources Inc. (Golden News), a Canadian mining and exploration company then listed on the Vancouver Stock Exchange. Golden News held a 100% ownership of Minerales Libertad S.A. de C.V., (Minerales Libertad) a Mexican subsidiary company, and held the title to the property through this subsidiary. In 1995, Golden News changed its name to Laminco Resources Inc. (Laminco), in conjunction with obtaining a listing on the Toronto Stock Exchange and it retained 100% ownership of Minerales Libertad.

In the 1990s extensive exploration and development studies were undertaken on the San Antonio property, but none of them resulted in a production decision.

In October, 2000, Laminco concluded a merger with Zaruma Resources Inc. (Zaruma) with the newly formed company retaining the Zaruma name, and Minerales Libertad then became a wholly owned subsidiary of Zaruma.

Between 2003 and 2008, exploration drilling was conducted by Zaruma with the intention of identifying an economic copper deposit. By 2008, this work near the Luz del Cobre deposit, defined two deposits. The first of these deposits (referred to as the south extension) is a continuation of the Luz del Cobre body within a north trending structural corridor, on the south-western end of the mineralized body. The second deposit was called the Calvario deposit and is located 200 m to the west of the Luz del Cobre deposit.

In 2008, several months of geological mapping and geochemical sampling were undertaken at the Sapo-Carrizo deposits with this program followed up by a nine-hole drilling program, totalling 1,993 m, that was completed during the fourth quarter of 2008. This work revealed a significant hydrothermally altered breccia with primary copper mineralization in the Carrizo deposit and confirmed the presence of near-surface oxidized copper mineralization in at least three separate target areas in the Sapo deposit.

In October, 2007, Zaruma signed agreements with EMLQ, whereby EMLQ undertook to finance the capital cost for development of the Luz del Cobre deposit, with Glencore acquiring the right to purchase copper cathodes produced at prevailing London Metal Exchange (LME) market prices at the time of delivery.

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In October, 2008, Zaruma suspended development of the Luz del Cobre deposit an estimated four months short of production.

In 2011, Zaruma changed their name to Red Tiger Mining Inc. (Red Tiger), secured bank financing and private equity to fund construction of the Luz del Cobre operation. Waste stripping started in November, 2012. Over the period of 2013 and 2014, the mine produced an average of 5,555 t of copper cathode per year.

By 2015, production had dropped to 1,390 t for the year. Red Tiger halted mining operations in November, 2014 as copper production from the leaching operations had begun to decline in September, 2014. Red Tiger claimed a sudden and unprecedented occurrence of clay materials resulted in low permeability of the heap.

Red Tiger initiated a remediation plan and, in December, 2015, it resumed mining operations. In December, 2016, Red Tiger Mining announced it had ceased mining operations at the Luz del Cobre copper mine, as recoveries had dropped, thus making the operation unfeasible. The operation was put under care and maintenance and continued leaching residual copper from the heap. This continued until 2018 when the pregnant solution grade dropped below economic conditions.

In January, 2019, Osisko Gold entered into negotiations with the lender to purchase the San Antonio Project, which resulted in the agreement to purchase in August, 2020. On October 5, 2020, Osisko Gold transferred the San Antonio property into a new company called Osisko Development., which was created through a reverse take-over of Barolo Ventures Corp.

Geological Setting and Mineralization

Regional Geology

Rocks of the San Antonio Project area are part of the Cortés Terrane of the Mexican Cordillera. The Cortés Terrane is characterized by a Paleozoic deep marine turbiditic succession interpreted to overlie a highly attenuated Proterozoic continental basement. The deep-water Paleozoic succession of the Cortés Terrane was internally deformed prior to and during its thrust emplacement above proto-North American platformal rocks of the Caborca terrane, during Permo-Triassic amalgamation of Pangea.

The Paleozoic succession of the Cortés Terrane is unconformably overlain by a post-amalgamation, Upper Triassic terrestrial-marine succession containing siliciclastic rocks, abundant coal beds, and rare tuffaceous horizons which are interpreted to have been deposited within an intra-continental rift. This sequence constitutes the Barranca Group, which is subdivided into several formational members within the San Antonio Project.

Rocks of the Cortés Terrane are intruded by calc-alkaline igneous rocks and overlain by locally preserved volcanic rocks of the Late Cretaceous–Paleogene Laramide arc. Laramide intrusions within the greater San Antonio Project area yield age dates ca. 49-63 Ma and co-genetic volcanic facies of the Tarahumara Fm. range from 70-90 Ma.

A few tens of km to the east of the San Antonio project area, the Paleozoic–Mesozoic succession of the Cortés Terrane is entirely overlain by Late Eocene to Early Miocene volcanic rocks of the Sierra Madre Occidental. The ca. 28-32 Ma Oligocene core of the sequence is dominated by rhyolitic ignimbrites covering an area of ~300,000 km² with local thicknesses up to 1.5 km. These volcanic rocks are inferred to be related to the onset of Basin and Range extension, beginning as early as 27 Ma.

Despite the complex history of polyphase shortening within the Cortés Terrane, the modern landscape is more reflective of Basin and Range extension and recent strike slip faulting. North-south to northwest-southeast trending extensional faults in the greater San Antonio Project area are of typical Basin and Range orientation. An oblique set of east-west to northeast-southwest trending faults are

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consistent with Triassic extension but may have been reactivated during Basin and Range extension. These structures have also been postulated as representing an independent phase of extension contemporaneous with Paleocene-Eocene copper-molybdenum porphyry deposits in the region. Exploitation of these likely crustal-scale structures by upwelling magma and/or mineralizing hydrothermal fluids is consistent with apparent regional northeast-southwest mineralization trends and observed deposit-scale east-west to northeast-southwest trends within the district

Property Geology

The general map pattern within stratified rocks of the San Antonio Project is younging toward the south and west, with the oldest rocks being the Middle Ordovician clastic sequence locally referred to as the San Antonio Formation. The local sequence consists of quartzite, interlayered to interbedded meta-sandstones and siltstones, and lesser carbonate facies with localized skarn.

San Antonio Formation rocks are in fault contact with and unconformably overlain by siliciclastic rocks of the Triassic Barranca Group. The Barranca Group is divided into three formational members, which outcrop within the south-central and western areas of the San Antonio Project.

Upper Cretaceous (ca. 70-90 Ma; Roldán-Quintana et al., 2009) Laramide volcanic and volcaniclastic rocks of the Tarahumara Formation unconformably overlie the Barranca Group rocks within the southern and southwestern extents of the San Antonio Project footprint. Mapping also indicates that Tarahumara Formation rocks are in direct fault contact with San Antonio formation rocks at the eastern limit of the Project. Tarahumara Formation rocks are variable in both texture and composition but consist predominantly of andesitic flows and tuffs within the limits of the San Antonio Project.

Rocks of the San Antonio Formation, Barranca Group and Tarahumara Formation are intruded by stocks and smaller intrusive bodies of Laramide age. Slightly younger than, but co-magmatic with Tarahumara Formation volcanic and volcaniclastic rocks, these bodies range in composition from granodiorite to (more commonly) tonalite, quartz-diorite and diorite. A large quartz diorite stock, mapped as an andesitic to dioritic porphyry, hosts hydrothermal breccia and associated mineralization at both the Sapuchi prospect and Luz del Cobre deposits. Andesitic intrusions are locally mineralized and associated with economic gold grades, suggesting that they either pre-date or are loosely contemporaneous with mineralization.

Hydrothermal breccias provide an important host for mineralization across the property. They occur in intimate association with intrusive bodies but are present in all rock types. The breccias are highly variable in clast size, clast composition, form, matrix volume and matrix mineralogy (see mineralization section below).

The geology and deposit geometry at the San Antonio Project is complicated by multiple generations of faulting with variable orientations and apparent slip vectors. Some structural control may be exerted by early phase faulting locally annealed by mineralizing fluids. Conversely, mineralized zones are offset and locally delineated by late-stage faulting (or late-stage reactivation of early phase faulting) ranging from low-angle through subvertical.

Mineralization

Four parallel northeast-southwest oriented mineralized trends are identified within the greater area of the San Antonio Project. The central Sapuchi-Cerro Verde trend spans a strike length greater than $15\mathrm{km}$ from the Cerro Verde deposit of the Barksdale Resources San Javier Project to the southwest, and includes the advanced target Sapuchi, Golfo de Oro and California deposits. The southeastern most La Ventana trend spans an $8\mathrm{km}$ strike-length, includes the Luz del Cobre deposit, and is in part defined by highly anomalous surface samples ranging from 2 to approximately $25~\mathrm{ppm}$ gold. The central approximately $8\mathrm{km}$ Canuc-Brindeña trend appears to be the northeast extension of gold-bearing breccias and veins on Canuc Resources claims to the southwest. The northwestern most and newly defined $>10$

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km strike-length La Centradita trend is delineated by anomalous surface samples and historical workings.

Gold mineralization at the San Antonio Project is primarily associated with sulphide minerals (mostly pyrite and pyrrhotite), occurring within stockwork veins and within the matrix of hydrothermal breccias. Vein mineralogy comprises quartz, iron-carbonates, iron-oxides and sulphides. Sulphide mineralogy is dominated by pyrite and pyrrhotite but locally includes marcasite, chalcopyrite, bornite, galena and sphalerite. Near surface sulphides have been leached by supergene oxidation and the remaining gold is associated with the resulting hematite, within stockwork veins and hydrothermal breccia matrix. The best gold grades and the bulk of the corresponding sulphide mineralization discovered thus far generally occupy a position within the upper parts of the system.

Exploration and Drilling Programs

Axo Copper has recently acquired the San Antonio Project from Osisko Development and is in the process of reviewing the historical exploration and development on the Project. Once Axo Copper has completed its review, it will outline its own exploration and drilling program for the San Antonio Project.

Metallurgical Testwork

Axo Copper has not conducted any metallurgical testwork of its own, however metallurgical testwork has been conducted previously on the San Antonio Project.

Metallurgical testwork is considered to have occurred in two phases; historical (pre-2019) and Osisko Development's 2021 to 2022 metallurgical testwork program. The 2021 to 2022 metallurgical testwork forms the primary basis for the estimated metal recoveries and reagent usage rates used in this report. The mineralized samples used for the Osisko 2021 to 2022 testwork originated from the Sapuchi deposit and are assumed to be representative of the material contained within the mineral resource estimate. A summary of the pre-2019 metallurgical testwork and processing was previously prepared by JDS. This summary has been reviewed and contributes to an understanding of the mineralogy and metallurgy for the Project. However, as records for the sample sources for the historical work are incomplete, data from the historical testwork are of more limited use than data from the 2021 to 2022 metallurgical testwork.

Conclusions and Metallurgical Assumptions

The metallurgical data from the 2021 to 2022 gold leaching testwork programs was reviewed to determine the expected gold recoveries and reagent consumptions for each mineralization type. It is assumed that oxide mineralization will be heap leached at a $\frac{1}{2}$" (12.7 mm) crush size. The transition and sulphide mineralization will be milled to 75 µm and then agitated tank leached. A summary of the metallurgical assumptions can be found in Table 1.1.

The Forte Analytical 2021 bottle roll test program leached oxide mineralization at 9.5 mm and the corresponding average gold extraction was 73.8%. By increasing the operational crush size to an approximate 12.5 mm, a 70% heap leach gold extraction is projected. Silver recoveries are highly variable and more difficult to project. A nominal 60% silver extraction is assumed. Under these conditions, it is expected that NaCN and lime consumptions are 0.5 and 5.0 kg/t respectively.

The gold recovery in the transition and sulphide domains, considering the historical and current testwork on ground samples, is projected at 90%. The gold in these domains has been shown to be cyanide amenable when milled to approximately 75 µm, with NaCN and lime reagent consumptions of 1.0 and 2.0 kg/t respectively. Silver extraction is highly variable and potentially poor from these domains and is capped at 30%.

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Table 1.1
Metallurgical Assumptions

Parameter	Heap Leach Oxide	Mill Transition and Sulphide
Operating Conditions
Particle Size (P 80)	1 inch (25 mm)	75 μm
Residence Time	100 days	36 hours
Recovery
Au	70%	90%
Ag	60%	30%
Reagent Consumption
NaCN (kg/t)	0.5	1.0
Lime (kg/t)	5.0	2.0

San Antonio Project Mineral Resource Estimate

General Notes

The 2022 resource estimation was prepared and audited on the five deposits at the San Antonio Project: Golfo de Oro, California, Sapuchi, High Life and Calvario.

The resource area for the Golfo de Oro segment covers a strike length of 1.2 km and a width of approximately 370 m, to a vertical depth up to 350 m below surface. The California segment covers a strike length of 0.6 km and a width of approximately 230 m, to a vertical depth up to 250 m below surface. The Sapuchi segment covers a strike length of 0.9 km and a width of approximately 420 m, to a vertical depth up to 240 m below surface. The High Life segment covers a strike length of 0.25 km and a width of approximately 120 m, to a vertical depth up to 110 m below surface. The Calvario segment covers a strike length of 0.27 km and a width of approximately 110 m, to a vertical depth up to 100 m below surface.

The models for the Golfo de Oro, California, Sapuchi, High Life and Calvario deposits were prepared using Datamine Studio RM 1.9.36.0 (Datamine). Datamine was used for the mineralized solid modelling by gold grade indicator interpolation. Datamine was also used for the grade estimation, which consisted of 3D block modelling and the ordinary kriging (OK) interpolation method. Statistical studies, capping and variography were completed using Datamine, GSLIB and Excel. Capping and validations were carried out in Datamine and Microsoft Excel.

Supporting Data for the Resource Estimate

Drilling Database

The drilling database that was used for resource estimation comprises diamond and reverse circulation drill holes, carried out from 1994 to 2021.

The drilling database includes lithological descriptions, gold, silver and copper assays for the Golfo de Oro and California deposits. For the Sapuchi deposit, the lithological description is not available. In addition, the drilling database includes depths of the limit of the oxidation zone and the transition zone, which permitted construction of preliminary surfaces to restrict the block models into the oxidation zone, transition zone or fresh rock (sulphides), for the three deposits.

The databases cover the strike length of each resource area at variable drill spacings, ranging from 25 to 100 m for the five deposits.

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Topography

For the 2022 updated resource, Osisko Development undertook a study to resolve previous topographic problems, where there were a number of drill hole collar elevation and topographic surface disagreements. As a result of the study, a new topography was created by point triangulation with 5.0 m surface resolution sufficient to support the open pit optimization for the resource estimation.

Compositing

Mineral composites were created to support the resource estimation, with a length of 3 m selected using a probability plot, utilizing all of the drill holes within the five deposits.

Geological Model

The estimation domains were primarily determined by the gold grade distribution. This is in part due to the lack of reliable geological data and because the gold mineralization appears to be associated primarily with the breccia and porphyry felsic intrusions that cross-cut the stratigraphy.

The geometric definition of the mineralized volume was conducted by gold indicator interpolation in Datamine, with a cut-off of 0.2 g/t gold, using 3 m long composites. Mineralized zones were defined with probability equal to or greater than 40% to be above 0.2 g/t gold. The directions of anisotropic searches for the gold indicator interpolation used the dynamic anisotropy process within Datamine, guided by manual interpretation of the gold spatial grade connectivity. Gold indicator interpolation was performed via inverse distance squared (ID2), using searches up to 125 m × 125 m × 35 m, 4 to 12 composites and minimum of two drill holes.

Model of Voids

The voids represent historical underground workings (combined stopes, drifts and shafts). These workings are understood to have been completed prior to the drilling campaigns used for the resource estimate.

A 5 m buffer was applied to the modelled voids of the Sapuchi deposit, to compensate for the uncertainty in locations of the voids.

The voids are used to deplete the mineral resource estimate for those mineralized blocks which have been historically mined, usually through underground mining methods. Historical open pit mining is accounted for in the current topographical survey.

Capping

Grade capping was investigated for gold and silver by deposit and oxidation zone. The selected capping of the high-grade gold and silver values is as follows:

Capping at 11 g/t for gold and 20 g/t for silver is appropriate for Golfo de Oro deposit and all oxidation states.
Capping at 8 g/t for gold and 20 g/t for silver is appropriate for California deposit and all oxidation states.
Capping at 8 g/t for gold and 30 g/t for silver is appropriate for Sapuchi deposit and all oxidation states.
Capping at 3 g/t for gold is 20 g/t for silver are appropriate for High Life deposit and all oxidation states.
Capping was not conducted for the Calvario deposit, due to the low number of samples.

The similarity of grade distribution by oxidation state and the relatively low number of oxide and transition samples supports the decision to use a soft boundary between the different oxidation zones during the grade interpolation phase.

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Density

Osisko Development supplied 1,140 bulk density measurements for the updated San Antonio resource, from which 1,123 measurements were used to calculate the median on each weathering zone. These three median values were used for the block model.

Variography and Search Ellipsoids

Three-dimensional directional-specific search ellipses were guided by dynamic anisotropy in Datamine, with search radii determined by the gold variography. However, the variogram used for kriging estimation was a single spherical variogram model for gold and another for silver, using composited assays from the three main deposits. The gold and silver variograms were used to estimate the resources of the three main deposits (California, Golfo de Oro and Sapuchi). The other two minor deposits of High Life and Calvario do not have enough data to run meaningful variograms, instead the closest major deposits variography was used.

Grade Interpolation

The interpolation profiles were customized for each deposit to estimate grades, with hard boundaries between the different deposits.

For each of the five deposits, the mineralized blocks were estimated independently, with an anisotropic three-pass search, derived from the variography and using capped composites. The directions of anisotropic searches for the gold and silver grade interpolation used the dynamic anisotropy process of Datamine, guided by manual interpretation of the gold spatial grade connectivity.

The ordinary kriging (OK) method was selected for the final resource estimation for gold and silver, as it better honours the grade distribution for all the deposits.

Economic Parameters and Classification

Prospects for Economic Extraction

The CIM Standards require that a mineral resource must have reasonable prospects for eventual economic extraction. The metal prices and operating costs provided by Osisko Development and reviewed and accepted by Micon's QP are considered appropriate to be used as the economic parameters for the mineral resource estimate.

To determine the quantities of materials with "reasonable prospects for eventual economic extraction", the QP determined pit constraining limits using the Lerchs-Grossman economic algorithm. The result defines an open pit shell that has the highest possible total value, while honouring the required surface mine slope and economic parameters.

The resources have been estimated using an open pit mining method which was defined using the NPV Scheduler software, version 4.30.145.0. Economic parameters used for the analysis are summarized in Table 1.2.

Table 1.2 Summary of the Parameters used for Pit Optimization at the San Antonio Project

Parameters	Units	Oxide	Transition	Fresh Rock
Gold price	USD/oz	1,750	1,750	1,750
Silver price	USD/oz	21	21	21
Refining Charge	USD/oz	4	4	4
Processing cost	USD/t treated	4.0	13.0	13.0
Met. Recovery Au	%	70%	90%	90%
Met. Recovery Ag	%	60%	30%	30%
Mine dilution	%	10%	10%	10%
Mine recovery	%	95%	95%	95%
Site Services	USD/t treated	1.3	1.3	1.3
G&A	USD/t treated	2.5	2.5	2.5
Mine Cost	USD/t mined	2.95	2.95	2.95
Gold Cut-off Grade	g/t Au	0.27	0.44	0.44
Annual Discount Rate	%	5%	5%	5%
Pit Slope Angle	Degrees	50°	50°	50°

Table supplied by Talisker in June, 2022.

The processing scenario for the San Antonio Project assumes heap leaching of the mineralized material sourced from open pit mining. The mineral resource has been limited to mineralized material that occurs within the pit shells. All other material within the defined pit shells was characterized as non-mineralized material (waste).

Mineral Resource Classification

The QP has classified the current mineral resource estimation in the indicated and inferred categories. The 2021 drilling campaign has allowed upgrading portions of the mineral resources into the Indicated category for the California, Golfo de Oro and Sapuchi deposits. The High Life and Calvario deposits remain entirely in the Inferred category at this time, due to the limited amount of data available. There are no measured resources, at this time, for any of the deposits.

The criteria for categorization are as follows:

Indicated blocks are within a drilling grid of $50\mathrm{m}\times 50\mathrm{m}$ or smaller and are interpolated using a minimum of 3 drill holes.
Inferred blocks are within a drilling grid of $100\mathrm{m}\times 100\mathrm{m}$ or smaller, using a minimum of 2 drill holes.

The resulting indicated blocks were revised and cleaned up to eliminate any isolated or scattered blocks, known as the "Spotted Dog Effect", with the remaining blocks forming a cohesive volume of indicated material.

Mineral Resource Estimate

Table 1.3 summarizes the in-pit mineral resource estimate for each of the Golfo de Oro, California, Sapuchi, High Life and Calvario deposits at the San Antonio Project. Table 1.3 also summarizes the details of the in-pit mineral resources by weathering zone within each of the deposits.

Table 1.4 summarizes the combined mineral resources for all deposits by weathering zone in order to separately tabulate the combined mineral resource total for the San Antonio Project.

Table 1.3
Summary of In-Pit Mineral Resource Estimate by Deposit for the San Antonio Project

Category	Deposit	Weathering Zone	Tonnes (Mt)	Gold (g/t)	Silver (g/t)	Gold Ounces (~1,000)	Silver Ounces (~1,000,000)
Indicated	California	Oxide	0.6	0.93	2.8	17	0.05
		Transition	0.2	0.79	3.3	6	0.02
		Sulphide	3.1	1.31	2.4	130	0.23
		Total	3.9	1.22	2.5	153	0.31
	Golfo de Oro	Oxide	0.2	1.07	2.8	7	0.02
		Transition	0.1	1.19	2.8	6	0.01
		Sulphide	5.3	1.46	2.5	249	0.42
		Total	5.7	1.44	2.5	262	0.46
	Sapuchi	Oxide	1.9	0.85	3.6	53	0.22
		Transition	1.4	1.04	3.6	47	0.16
		Sulphide	2.1	0.94	3.4	62	0.22
		Total:	5.4	0.93	3.5	162	0.61
	Total	Oxide	2.7	0.89	3.4	77	0.30
		Transition	1.8	1.02	3.5	59	0.20
		Sulphide	10.4	1.31	2.6	441	0.88
		Total	14.9	1.20	2.9	576	1.37
	California	Oxide	0.4	0.68	2.1	8	0.02
		Transition	0.1	0.85	2.6	4	0.01
		Sulphide	1.1	1.27	3.8	46	0.14
		Total	1.6	1.10	3.3	58	0.17
	Golfo de Oro	Oxide	0.5	0.80	3.0	12	0.04
		Transition	0.2	0.93	3.4	5	0.02
		Sulphide	5.7	1.29	2.5	237	0.46
		Total	6.4	1.24	2.5	254	0.52
	High Life	Oxide	0.5	0.84	4.2	14	0.07
		Transition	0.2	0.73	4.5	4	0.02
		Sulphide	0.1	0.90	8.3	4	0.04
		Total	0.8	0.83	4.9	22	0.13
	Sapuchi	Oxide	3.2	0.74	3.7	75	0.37
		Transition	1.6	0.92	3.6	48	0.19
Sulphide		2.8	0.92	4.1	84	0.37
Total		7.6	0.85	3.8	208	0.94
Calvario	Oxide	0.1	0.53	0.0	2	0.00
	Transition	0.0	0.55	0.0	0	0.00
	Sulphide
	Total	0.1	0.53	0.0	2	0.00
Total	Oxide	4.6	0.74	3.5	111	0.51
	Transition	2.1	0.90	3.6	61	0.24
	Sulphide	9.8	1.18	3.2	371	1.00
	Total	16.6	1.02	3.3	544	1.76

Source: Talisker/Micon (2022).
Notes:
1. Rodrigo Calles, of Servicios Geologicos IMEx, S.C., William Lewis, of Micon International Limited have reviewed and validated the mineral resource estimate for Sapuchi, Golfo de Oro, California, High Life and Calvario deposits. Both are independent "Qualified Persons" (as defined in NI 43-101) responsible for auditing the 2022 mineral resource estimate. The effective date of the mineral resource estimate is June 22, 2022.
2. Specific extraction methods are used only to establish reasonable cut-off grades for various portions of the deposit. No Preliminary Economic Analysis, Pre-Feasibility Study or Feasibility Study has been completed to support economic viability and technical feasibility of exploiting any portion of the mineral resource, by any particular mining method.

25 -
The mineral resources disclosed in this report were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") standards on mineral resources and reserves definitions, and guidelines, prepared by the CIM standing committee on reserve definitions and adopted by the CIM council.
The calculated economic cut-off grade for the resource in Oxides (70% recovery) is 0.27 g/t Au, Transition (90% recovery) is 0.44 g/t Au, and Fresh Rock (90% recovery) is 0.44 g/t Au.
Mineral resources are not mineral reserves and do not have demonstrated economic viability.
Geologic modelling was completed by Osisko Development geologist Gilberto Moreno. The resource estimation was completed by Talisker Exploration Services Geologist Leonardo Souza, MAusIMM (CP).
The estimate is reported for a potential open pit scenario and USD. The cut-off grades were calculated using a gold price of $1,750 per ounce, a CAD:USD exchange rate of 1.3; mining cost of $2.95/t; processing cost of $4/t for oxides and $13.0/t for transition and sulphides; and general and administration costs of $2.50/t. The cut-off grades should be re-evaluated in light of future prevailing market conditions (metal prices, exchange rate, mining cost, etc.).
A density of 2.55 g/cm³ was established for all oxide zones, 2.69 g/cm³ for transition zones and 2.74 g/cm³ for the sulphide zones.
Resources for Sapuchi, Golfo de Oro, California, High Life and Calvario were estimated using Datamine Studio RM 1.3 software using hard boundaries on composited assays (3.0 m for all zones). Ordinary Kriging interpolation was used with a parent block size = 10 m x 10 m x 5 m.
Results are presented in-situ. Ounce (troy) = metric tons x grade / 31.10348. Calculations used metric units (metres, tonnes, g/t). The number of metric tons was rounded to the nearest thousand. Any discrepancies in the totals are due to rounding effects; rounding followed the recommendations as per NI 43-101.
Neither the Axo Copper, Servicios Geológicos IMEx, S.C., nor Micon International Limited. is aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing or other relevant issue that could materially affect the mineral resource estimate other than disclosed in this Technical Report.
William Lewis of Micon International Limited has reviewed and validated the mineral resource estimate for Sapuchi, Golfo de Oro, California, High Life and Calvario deposits for this report. Mr. Lewis is an independent "Qualified Person" (as defined in NI 43-101) and was responsible for auditing the 2022 mineral resource estimate. The effective date of the mineral resource estimate remains June 22, 2022.

Table 1.4
Summary of the In-Pit Constrained Mineral Resource Estimate by Weathering Zone

Category	Weathering Zone	Tonnes (Mt)	Gold (g/t)	Silver (g/t)	Gold Ounces (*1,000)	Silver Ounces (*1,000,000)
Indicated	Oxide	2.7	0.89	3.4	77	0.30
	Transition	1.8	1.02	3.5	59	0.20
	Sulphide	10.4	1.31	2.6	441	0.88
	Total	14.9	1.20	2.9	576	1.37
Inferred	Oxide	4.6	0.74	3.5	111	0.51
	Transition	2.1	0.90	3.6	61	0.24
	Sulphide	9.8	1.18	3.2	371	1.00
	Total	16.6	1.02	3.3	544	1.76

Source: Talisker/Micon (2022).
Note: Since Table 1.5 summarizes the combined mineral resources for all deposits by weathering zone, all of the previous resource notes from Table 1.4 are applicable to Table 1.5.

Table 1.5
Gold Price Sensitivity Analysis for the San Antonio Project In-Pit Constrained Resources

Category	Gold Price US$/oz	Gold Cut-off Grade (g/t)	Weathering Zone	Tonnes (Mt)	Gold (g/t)	Silver (g/t)	Gold Ounces (*1,000)	Silver Ounces (*1,000,000)
Indicated	1,400	0.34	Oxide	2.6	0.90	3.4	76	0.29
		0.55	Transition	1.6	1.07	3.6	55	0.18
		0.55	Sulphide	8.0	1.44	2.8	372	0.72
			Total	12.3	1.28	3.0	504	1.19
	1,450	0.33	Oxide	2.6	0.90	3.4	76	0.29
		0.54	Transition	1.6	1.06	3.5	56	0.19
		0.54	Sulphide	8.2	1.43	2.8	377	0.73
			Total	12.5	1.27	3.0	510	1.21
	1,500	0.32	Oxide	2.7	0.90	3.4	77	0.29

26 -

| Category | Gold Price
US$/oz | Gold Cut-off
Grade
(=) | Weathering
Zone | Tonnes
(All) | Gold
(g/t) | Silver
(g/t) | Gold
Ounces
(=1,000) | Silver Ounces
(=1,000,000) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Inferred | | 0.52 | Transition | 1.7 | 1.05 | 3.5 | 57 | 0.19 |
| 0.52 | Sulphide | 9.0 | 1.40 | 2.7 | 404 | 0.78 |
| | Total | 13.3 | 1.25 | 3.0 | 537 | 1.27 |
| 1,550 | 0.31 | Oxide | 2.7 | 0.89 | 3.4 | 77 | 0.29 |
| 0.50 | Transition | 1.7 | 1.05 | 3.5 | 57 | 0.19 |
| 0.50 | Sulphide | 9.3 | 1.38 | 2.7 | 411 | 0.80 |
| | Total | 13.6 | 1.24 | 2.9 | 545 | 1.29 |
| 1,600 | 0.30 | Oxide | 2.7 | 0.89 | 3.4 | 77 | 0.29 |
| 0.48 | Transition | 1.7 | 1.04 | 3.5 | 58 | 0.20 |
| 0.48 | Sulphide | 9.6 | 1.37 | 2.7 | 420 | 0.83 |
| | Total | 14.0 | 1.23 | 2.9 | 554 | 1.31 |
| 1,650 | 0.29 | Oxide | 2.7 | 0.89 | 3.4 | 77 | 0.29 |
| 0.47 | Transition | 1.8 | 1.03 | 3.5 | 58 | 0.20 |
| 0.47 | Sulphide | 9.8 | 1.35 | 2.7 | 426 | 0.84 |
| | Total: | 14.3 | 1.22 | 2.9 | 561 | 1.33 |
| 1,700 | 0.28 | Oxide | 2.7 | 0.89 | 3.4 | 77 | 0.29 |
| 0.46 | Transition | 1.8 | 1.02 | 3.5 | 58 | 0.20 |
| 0.46 | Sulphide | 10.1 | 1.33 | 2.6 | 432 | 0.86 |
| | Total | 14.5 | 1.21 | 2.9 | 567 | 1.35 |
| 1,750 | 0.27 | Oxide | 2.7 | 0.89 | 3.4 | 77 | 0.30 |
| 0.44 | Transition | 1.8 | 1.02 | 3.5 | 59 | 0.20 |
| 0.44 | Sulphide | 10.4 | 1.31 | 2.6 | 441 | 0.88 |
| | Total | 14.9 | 1.20 | 2.9 | 576 | 1.37 |
| 1,800 | 0.27 | Oxide | 2.7 | 0.89 | 3.4 | 77 | 0.30 |
| 0.43 | Transition | 1.8 | 1.02 | 3.5 | 59 | 0.20 |
| 0.43 | Sulphide | 10.6 | 1.30 | 2.6 | 446 | 0.89 |
| | Total | 15.1 | 1.20 | 2.9 | 582 | 1.39 |
| 1,850 | 0.26 | Oxide | 2.7 | 0.89 | 3.4 | 77 | 0.30 |
| 0.42 | Transition | 1.8 | 1.01 | 3.5 | 59 | 0.20 |
| 0.42 | Sulphide | 10.9 | 1.30 | 2.6 | 455 | 0.91 |
| | Total | 15.4 | 1.19 | 2.8 | 591 | 1.41 |
| 1,900 | 0.25 | Oxide | 2.7 | 0.89 | 3.4 | 77 | 0.30 |
| 0.41 | Transition | 1.8 | 1.01 | 3.5 | 59 | 0.20 |
| 0.41 | Sulphide | 11.0 | 1.29 | 2.6 | 457 | 0.92 |
| | Total | 15.6 | 1.18 | 2.8 | 593 | 1.42 |
| Inferred | 1,400 | 0.34 | Oxide | 3.9 | 0.81 | 3.7 | 103 | 0.47 |
| 0.55 | Transition | 1.6 | 1.00 | 3.9 | 52 | 0.20 |
| 0.55 | Sulphide | 5.9 | 1.38 | 3.5 | 261 | 0.67 |
| | Total | 11.4 | 1.13 | 3.6 | 416 | 1.34 |
| 1,450 | 0.33 | Oxide | 4.1 | 0.79 | 3.7 | 104 | 0.48 |
| 0.54 | Transition | 1.7 | 0.98 | 3.8 | 54 | 0.21 |
| 0.54 | Sulphide | 6.7 | 1.33 | 3.5 | 286 | 0.75 |
| | Total | 12.5 | 1.11 | 3.6 | 444 | 1.44 |
| 1,500 | 0.32 | Oxide | 4.2 | 0.78 | 3.6 | 105 | 0.48 |
| 0.52 | Transition | 1.8 | 0.96 | 3.7 | 56 | 0.22 |
| 0.52 | Sulphide | 7.6 | 1.29 | 3.4 | 314 | 0.83 |
| | Total | 13.6 | 1.09 | 3.5 | 475 | 1.53 |
| 1,550 | 0.31 | Oxide | 4.3 | 0.77 | 3.6 | 107 | 0.49 |
| 0.50 | Transition | 1.9 | 0.94 | 3.7 | 58 | 0.23 |
| 0.50 | Sulphide | 8.1 | 1.26 | 3.3 | 330 | 0.87 |
| | Total | 14.3 | 1.07 | 3.5 | 494 | 1.59 |
| 1,600 | 0.30 | Oxide | 4.4 | 0.76 | 3.5 | 109 | 0.50 |
| 0.48 | Transition | 2.0 | 0.93 | 3.7 | 59 | 0.23 |
| 0.48 | Sulphide | 8.5 | 1.24 | 3.3 | 339 | 0.90 |
| | Total | 14.9 | 1.06 | 3.4 | 506 | 1.63 |
| 1,650 | 0.29 | Oxide | 4.5 | 0.76 | 3.5 | 110 | 0.50 |
| 0.47 | Transition | 2.0 | 0.93 | 3.7 | 59 | 0.23 |

27 -

| Category | Gold Price
US$/oz | Gold Cut-off
Grade
(=1) | Weathering
Zone | Tonnes
(MI) | Gold
(g/t) | Silver
(g/t) | Gold
Ounces
(=1,000) | Silver Ounces
(=1,000,000) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | 0.47 | Sulphide | 8.9 | 1.22 | 3.3 | 348 | 0.93 |
| | | | Total | 15.4 | 1.10 | 3.3 | 517 | 1.67 |
| | 1,700 | 0.28 | Oxide | 4.6 | 0.75 | 3.4 | 111 | 0.51 |
| | | 0.46 | Transition | 2.0 | 0.91 | 3.6 | 60 | 0.24 |
| | | 0.46 | Sulphide | 9.3 | 1.20 | 3.2 | 360 | 0.97 |
| | | | Total | 16.0 | 1.03 | 3.3 | 531 | 1.72 |
| | 1,750 | 0.27 | Oxide | 4.6 | 0.74 | 3.4 | 111 | 0.51 |
| | | 0.44 | Transition | 2.1 | 0.90 | 3.6 | 61 | 0.24 |
| | | 0.44 | Sulphide | 9.8 | 1.18 | 3.2 | 371 | 1.00 |
| | | | Total | 16.6 | 1.02 | 3.3 | 544 | 1.76 |
| | 1,800 | 0.27 | Oxide | 4.8 | 0.73 | 3.3 | 114 | 0.52 |
| | | 0.43 | Transition | 2.2 | 0.89 | 3.6 | 62 | 0.25 |
| | | 0.43 | Sulphide | 10.4 | 1.15 | 3.1 | 386 | 1.04 |
| | | | Total | 17.4 | 1.00 | 3.2 | 562 | 1.81 |
| | 1,850 | 0.26 | Oxide | 4.9 | 0.73 | 3.3 | 114 | 0.52 |
| | | 0.42 | Transition | 2.2 | 0.89 | 3.5 | 63 | 0.25 |
| | | 0.42 | Sulphide | 10.9 | 1.13 | 3.1 | 395 | 1.07 |
| | | | Total | 18.0 | 0.99 | 3.2 | 572 | 1.85 |
| | 1,900 | 0.25 | Oxide | 5.0 | 0.72 | 3.3 | 115 | 0.52 |
| | | 0.41 | Transition | 2.3 | 0.88 | 3.5 | 64 | 0.26 |
| | | 0.41 | Sulphide | 11.2 | 1.12 | 3.0 | 404 | 1.09 |
| | | | Total | 18.4 | 0.99 | 3.2 | 583 | 1.87 |

Source: Talisker/Micon (2022).
Notes:
1. William Lewis of Micon has reviewed and validated the gold price sensitivities for the various mineralization types and it is the opinion of the QP that they meet the test of reasonable prospects of economic extraction. Mr. Lewis is an independent "Qualified Person" (as defined in NI 43-101).

Conclusions and Recommendations

General Discussion and Conclusions

Axo Copper is in the process of acquiring (acquisition Closed January 27, 2026) the San Antonio Project from Osisko Development which has a recent 2022 mineral resource estimate that remains current. However, the metal prices are currently higher than those used to determine the reasonable prospects for eventual economic extraction in 2022.

Previous exploration programs by Osisko Development have also identified further mineralization zones/deposits at the San Antonio Project, in addition to the five deposits upon which the 2022 mineral resource was based. Further work at the five deposits, as well as at the other mineralization zones/deposits, will most likely add to the overall resource estimate in future iterations.

The mineralization zones/deposits which have been identified on the San Antonio Project warrant undertaking further exploration and economic studies. In addition, the previous exploration programs have identified further areas which appear to expand the mineral potential of the Project which coupled with previous mining undertaken on portions of the Project suggest that the potential for further economic mineral deposits exist on the mineral concessions which comprise the Project.

Table 1.6 identifies some of the significant internal risks, potential impacts and possible risk mitigation measures that could affect the economic outcome of the Project. This excludes the external risks that apply to all mining projects (e.g., changes in metal prices, exchange rates, availability of investment capital, change in government regulations, etc.). Significant opportunities that could improve the economics, timing and permitting of the project are also identified in this table. Further information and evaluation are required before these opportunities can be included in the project economics

Table 1.6
Risks and Opportunities at the San Antonio Project

Risk	Potential Impact	Possible Risk Mitigation
Mineral Resource Continuity	Widely spaced drilling in some areas	Continue to use a multi-capping procedure approach until an underground access is developed into the mine zone. Continue infill drilling to upgrade a larger proportion of the mineral inventory to indicated and measured resources.
Proximity to the Town of San Antonio	Possibility that the population does not accept the mining project	Maintain a pro-active and transparent strategy to identify all stakeholders and maintain a communication plan. The main stakeholders have been identified, and their needs/concerns understood. Continue to organize information sessions, publish information on the mining project, and meet with host communities.
Difficulty in attracting experienced professionals	The ability to attract and retain competent, experienced professionals is a key success factor.	The early search for professionals will help identify and attract critical people. It may be necessary to provide accommodation for key people (not included in project costs).
Some of the samples exhibit poor repeatability	Potential for a portion of the resources to be overestimated or underestimated with respect to the grade.	The use of screen metallic assays on some material is recommended, as well as conducting some mineralogical studies in order to understand why some of the samples exhibit poor repeatability and if it potentially due to nuggetty gold within the samples.
Poorly stored samples and drill core	Potential loss of information which results in future costs due to duplication of work	Construction of secure storage facilities which allow for long term storage of not only the core but any reject and pulp samples returned from the assay laboratories.
Opportunities	Explanation	Potential Benefit
Historical core and sample availability	Potential to relog the core and add information to the current database	Relogging of core allows for increased information added to the database and further defines the extent of the mineralization. Historical pulps and rejects allow for potential re-assaying and confirmation of historical work.
Surface mapping and sampling programs	Potential to identify additional zones or deposits of mineralization.	Adding to the overall mineral potential of the Project and potentially adds exploration and economic value to the Project.
Surface definition diamond drilling	Potential to upgrade inferred resources to the indicated category	Adding indicated resources increases the economic value of the mining Project.
Surface exploration drilling	Potential to identify additional inferred resources	Adding inferred resources increases the economic value of the mining Project.

Axo Copper Budget

Axo Copper is in the process of acquiring (the acquisition Closed January 27, 2026) the San Antonio Project from Osisko Development. Axo Copper is planning a two-phase work program as part of its work program to evaluate the exploration and economic potential of the San Antonio Project.

The first phase will consist of a Preliminary Economic Assessment (PEA) based upon the mineral resource estimate and metallurgical testwork already completed previously by Osisko Development and which remains current. The second phase would consist of work required to advance the Project to the Preliminary Feasibility Study (PFS) or Feasibility Study (FS) phase with additional drilling necessary to convert inferred resources to a higher classification in addition to some drilling to expand the mineral deposits. Table 1.7 summarises Axo Copper's two-phase work program on the San Antonio Project. The reader should note that the second phase of Axo Copper's work program for the San Antonio Project is dependent on the results of the first phase.

29 -

Table 1.7
San Antonio Project, Recommended Budget for Further Work (USD)

Program Phase	Type of Activity	Approximate Cost/metre (All Included, USD)	Quantity (Metres)	Cost (USD)
Phase I	PEA reporting and miscellaneous			225,000
Phase I Total:				225,000
Phase II	Infill drilling	250/m	30,000	7,500,000
	Expansion drilling	250/m	7,500	1,875,000
	Metallurgical drilling	300/m	1,500	450,000
	Geotechnical drilling	300/m	1,500	450,000
	Metallurgical test work			150,000
	FS reporting and miscellaneous			150,000
	Contingency (~5%)			500,000
Phase II Total:				11,075,000
Phase I and Phase II Grand Total:				11,300,000

Source: Axo Copper, October, 2025.

The budget presented in Table 1.7 summarizes Axo Copper’s estimated costs for completing the two phases of its program. However, the budget is only a cost estimate and guideline to complete the work.

It is the opinion of the Micon QPs that all of the recommended work is warranted and that only the location of the exploration drilling needs to be re-evaluated, as assay results are obtained during the program. Micon’s QPs appreciate that the nature of the programs and expenditures may change as the further studies are undertaken, and that the final expenditures and results may not be the same as originally proposed. Micon’s QPs believes that as the second phase is dependent on the results of the first phase, Axo Copper revisits the estimated budget for the second phase prior to execution of the second phase.

The Micon QPs are of the opinion that the recommended work program and proposed expenditures are appropriate and well thought out. The Micon QPs believe that the proposed budget reasonably reflects the type and amount of the contemplated activities, at this time.

Further Recommendations

Micon’s QPs recommend completing the PEA by concluding the geotechnical and metallurgical studies and continuing the permitting process and community engagement program. The characterization of the mining project environment should also continue in tandem with these other development steps.

It is strongly recommended that Axo Copper immediately implements a plan to rescue and secure the core boxes from the 2021 drill campaign and the construction of adequate core store facilities. The program should be extended to historical core available on the site, which represents additional source information that should be beneficial to improve geological model and resource estimation.

The portion of the 2021 drill core that cannot be adequately or safely rescued, could be used as source material for preliminary metallurgical test.

30 -

In summary, the following work program is recommended.

PEA:
a) Surface bulk sampling program to test geological and grade continuities, metallurgical and geotechnical parameters.
b) Complete metallurgical testwork to fill in any gaps after a review of the previous testwork.
c) Geotechnical work.
d) Permitting consideration.
e) Continuing social licence management.
f) Possible trade-off studies between open pit and underground mining scenarios should be considered.
Exploration work:
a) Infill drilling in areas currently classified as inferred and above cut-off, to convert to the indicated category.
b) Exploration drilling to explore adjacent to known deposits between Sapuchi and High Life and around the extent of current pit limits, to add additional inferred resources.
c) Continue geologic mapping and surface sampling programs to define and identify new targets with the importance of collecting structural measurements that can then be modelled in 3D to increase knowledge of the geologic model.
d) Perform a LiDAR survey on the property for collection of surface imagery and for aiding in structural interpretation.
e) With respect to sampling and assaying, the use of screen metallic assays on some material is recommended, as well as conducting some mineralogical studies in order to understand why some of the samples exhibit poor repeatability and if it due to potentially nuggetty gold within the samples.

In the longer term, Micon’s QPs recommend that Axo Copper undertakes further exploration programs consisting of drilling (infill and exploration), geological mapping and sampling, to continue testing the extent of known mineralization within the known mineral trend. The exploration programs should attempt to identify new targets, as well as potentially expanding the current deposits. Continued geological modelling and structural interpretation should also be a part of this program.

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RISK FACTORS

The following is a description of certain risks and uncertainties that may affect the business of the Company. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also impair the operations of the Company. If any such risks actually occur, the financial condition, liquidity and results of operations of the Company could be materially adversely affected and the ability of the Company to implement its growth plans could be adversely affected. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company's operations. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks. If any of the risks described below or described in the Company's final long form prospectus dated May 23, 2025 actually occur, the Company's business, financial condition and operating results could be adversely affected.

Exploration Stage Company

The Company is an exploration stage company and cannot give any assurance that a commercially viable deposit, or "reserve," exists on any properties for which the Company currently has or may have (through potential future joint venture agreements or acquisitions) an interest. Determination of the existence of a reserve depends on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If the Company fails to find a commercially viable deposit on any of its properties, its financial condition and results of operations will be materially adversely affected.

Negative Operating Cash Flow

The Company is an exploration stage company with limited financial resources and has not generated cash flow from operations. During the year ended June 30, 2025, the Company had negative cash flow from operating activities of $1,050,203.

The Company anticipates it will have negative cash flow from operating activities in future periods until profitable commercial production is achieved. The Company is devoting significant resources to the development of the La Huerta Project and the San Antonio Project; however, there can be no assurance that it will generate positive cash flow from operations in the future. To the extent that the Company has negative operating cash flow in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. There can be no assurance that additional funding will be available to the Company for the exploration and development of its projects. Furthermore, significant additional financing, whether through the issue of additional securities and/or debt, will be required to continue the development of the La Huerta Project and the San Antonio Project. There can be no assurance that the Company will be able to obtain adequate additional financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further development of the La Huerta Project and/or the San Antonio Project.

No Mineral Reserves

Currently, there are no mineral reserves (within the meaning of NI 43-101) on either the La Huerta Project or the San Antonio Project and the Company cannot give assurance that any mineral reserves will be identified. If the Company fails to identify any mineral reserves on either the La Huerta Project or the San Antonio Project, its financial condition and results of operations could be materially adversely affected.

Capital Requirements, Liquidity and Risks to Shareholders

Additional funds for the establishment of the Company's current and planned exploration and development operations will be required. No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities. Mineral prices, environmental rehabilitation or restitution, revenues, taxes, transportation costs, capital expenditures, operating expenses and geological results are all factors which will have an impact on the amount of additional capital that may be required. To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There

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is no assurance that additional financing will be available on terms acceptable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion.

The market price of the Shares may be volatile and is subject to wide fluctuations.

The market price of the Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company's control. This volatility may affect the ability of holders of Shares to sell their securities at an advantageous price. Market price fluctuations in the Shares may be due to the Company's operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by government and regulatory authorities, the Company, or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Shares. Financial markets have at times historically experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Shares may decline even if the Company's operating results, underlying asset values or prospects have not changed. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the trading price of the Shares may be materially and adversely affected.

Reliability of Historical Information

The Company has relied on, and the disclosure in the La Huerta Technical Report and the San Antonio Technical Report are based, in part, upon, historical data compiled by previous parties involved with the La Huerta Project and San Antonio Project. To the extent that any of such historical data is inaccurate or incomplete, the Company's exploration plans may be adversely affected.

Mineral Exploration, Development and Operating Risks

The business of mineral exploration and development is highly speculative in nature, generally involves a high degree of risk and is frequently non-productive. Both the La Huerta Project and the San Antonio Project are in the exploration stage, and there is no assurance that exploration efforts will be successful or that expenditures to be made by the Company will result in discoveries of commercial quantities of minerals or profitable commercial mining operations. Resource acquisition, exploration, development, and operation involves significant financial and other risks over an extended period of time, which even a combination of careful evaluation, experience, and knowledge may not eliminate. Significant expenses are required to locate and establish economically viable mineral deposits, to acquire equipment, and to fund construction, exploration and related operations, and few mining properties that are explored are ultimately developed into producing mines. Success in establishing an economically viable project is the result of a number of factors, including the quantity and quality of minerals discovered, proximity to infrastructure, metal and mineral prices, which are highly cyclical, costs and efficiencies of the recovery methods that can be employed, the quality of management, available technical expertise, taxes, royalties, environmental matters, government regulation (including land tenure, land use and import/export regulations) and other factors. Even in the event that mineralization is discovered on a given property, it may take several years in the initial phases of drilling until production is possible, during which time the economic feasibility of production may change as a result of such factors. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on its invested capital, and no assurance can be given that any exploration program of the Company will result in the establishment or expansion of resources or reserves. The Company's operations are subject to all the hazards and risks normally encountered in the exploration and development of mineral resource properties, including hazards relating to the discharge of pollutants or hazardous chemicals, unusual or unexpected adverse geological or geotechnical formations, unusual or unexpected adverse operating conditions, seismic activity, fire, explosions and natural phenomena and other acts of God such as inclement weather conditions, floods, earthquakes or other conditions, any of which could result in damage to, or destruction of, mineral properties, personal injury or death, damage to property, environmental damage, unexpected delays, monetary payments and possible legal liability, which could have a material adverse impact upon the Company. In addition, any future mining operations will be subject to the risks inherent in mining, including adverse fluctuations in fuel prices, commodity prices, exchange rates and metal

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prices, increases in the costs of constructing and operating mining and processing facilities, availability of energy and water supplies, access and transportation costs, delays and repair costs resulting from equipment failure, changes in the regulatory environment, and industrial accidents and labour actions or unrest. The occurrence of any of these risks could materially and adversely affect the development of a project or the operations of a facility, which could have a material adverse impact upon the Company.

Shareholders may experience significant dilution.

The Company’s articles and by-laws allow it to issue an unlimited number of Shares for such consideration and on such terms and conditions as established by the Board, in many cases, without the approval of the Company’s Shareholders. The Company may issue additional Shares in subsequent offerings (including through the sale of securities convertible into or exchangeable for Shares) and on the exercise of stock options or other securities exercisable for Shares. The Company cannot predict the size of future issuances of Shares or the effect that future issuances and sales of Shares will have on the market price of the Shares. Issuances of a substantial number of additional Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Shares. With any additional issuance of Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per Share.

The Shares do not pay dividends.

No dividends on the Shares have been declared or paid to date. The Company anticipates that, for the foreseeable future, it will retain its cash resources for the operation and development of its business. Payment of any future dividends will be at the discretion of the Board after taking into account many factors, including earnings, operating results, financial condition, current and anticipated cash needs and any restrictions in financing agreements, and the Company may never pay dividends.

Forward-looking statements may prove to be inaccurate.

Investors should not place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Title to Properties

Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. The Company cannot give any assurance that title to its exploration properties will not be challenged or impugned. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim that Axo Copper does not have title to its exploration properties could cause the Company to lose any rights to explore, develop and mine any minerals on that property, without compensation for its prior expenditures relating to such property.

Limited Operating History

The Company has no history of an operating business or mining operations, revenue generation or production history. The Company was incorporated on April 15, 2021 and has yet to generate a profit from its activities. The Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it will take several years to achieve any cash flow from operations.

Global Financial Volatility

Global financial conditions are volatile from time to time. Global economic volatility may impact domestic markets and the ability of the Company to obtain equity or debt financing to continue its operations and, if obtained, on terms favourable to the Company. Market volatility and turmoil could adversely impact the Company’s operations and the value and the trading price of the Shares.

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Commodity Prices

Factors beyond the control of the Company may affect the marketability and price of minerals discovered, if any. Commodity and metal prices have fluctuated widely in recent years and months and are affected by numerous factors beyond the control of the Company, including international, economic and political trends, market intervention by state actors, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors cannot be accurately predicted. Periods of depressed metal prices may negatively affect the ability of the Company to obtain required financing and have a material adverse effect on the Company.

Foreign Operations

The Company's principal assets are located in Mexico and the Company's operations are therefore subject to Mexican federal and state laws and regulations. The risks normally associated with the conduct of business in foreign countries include various levels of political, regulatory, economic, social and other risks and uncertainties. Such risks may include, but are not limited to: local economic instability, high rates of inflation, emerging resource nationalism, restrictions on foreign ownership and activities, expropriation and nationalization, renegotiation or nullification of existing concessions, licenses, permits and contracts, limitations on repatriation of earnings or other currency controls, limitations on commodity exports, labor unrest, invalidation of governmental orders and permits, corruption, sovereign risk, war (including neighboring states), military repression, civil disturbances, terrorist activity, hostage taking, unanticipated changes in laws or policies, the failure of foreign parties to honor contractual relations, foreign taxation, delays or inability to obtain necessary governmental permits, and opposition to mining from environmental or other non-governmental organizations.

The Company believes the attitude of the current Mexican government toward mineral resource development activities and foreign investment to be favorable, however, any deterioration in economic conditions or other factors could result in a change in government policies at either the national or state level. In addition, no assurance can be given that new rules and regulations will not be enacted or that existing laws, rules and regulations will not be applied in a manner which could limit or curtail the Company's activities.

Mexico's legal and regulatory requirements in connection with companies conducting mineral exploration and mining activities, banking system and controls as well as local business culture and practices are, in particular, different from those in Canada. While the Company believes its exploration and development activities are currently carried out in material compliance with all applicable rules and regulations, the officers and directors of the Company must rely, to a great extent, on the Company's Mexican legal counsel and local consultants retained by the Company in order to keep abreast of material legal, regulatory and governmental developments as they pertain to and affect the Company's operations. The Company also relies, to some extent, on those members of management and directors of the Company who have previous experience working and conducting business in Mexico in order to enhance its understanding of and appreciation for the local business culture and practices in Mexico. Any developments or changes in such legal, regulatory or governmental requirements or in local business practices in Mexico are beyond the control of the Company and may adversely affect its business.

Limited Market for Securities

The Shares are listed on the TSXV. There can be no assurance that an active and liquid market for the Shares will be maintained, and an investor may find it difficult to resell securities of the Company.

Conflicts of Interest

Certain directors and officers of the Company are or may become associated with other mineral resource exploration companies which may give rise to conflicts of interest. In accordance with applicable Canadian corporate law, directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company. Certain of the directors and officers of

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the Company have either other full-time employment or other business or time restrictions placed on them and, accordingly, the Company will not be the only business enterprise of these directors and officers.

Competition

The Company will compete with many exploration companies that may have substantially greater financial and technical resources than the Company, and for the recruitment and retention of qualified personnel.

Reliance on Key Individuals

The Company’s success depends to a certain degree upon certain key members of the management. It is expected that these individuals will be a significant factor in its growth and success. The loss of the service of members of the management and certain key employees could have a material adverse effect on the Company.

Infrastructure

Mineral resource development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important requirements, which affect capital and operating costs. Unusual or infrequent weather, phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could have a material adverse impact on the Company and its operations.

Litigation

Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. At any time, the Company is subject to the threat of litigation and may be involved in disputes with other parties in the future which may result in litigation or other proceedings. The results of litigation or any other proceedings cannot be predicted with certainty. If the Company is unable to resolve these disputes favourably, it could have a material adverse effect on the Company and its financial position, operations or development.

Dependence on Projects

The Company is currently allocating substantially all of its financial resources and efforts to the La Huerta Project and the San Antonio Project. While the Company may acquire additional mining and exploration projects in the future, the La Huerta Project and the San Antonio Project are currently the Company’s only mineral projects. Therefore, any adverse conditions or events affecting the La Huerta Project or the San Antonio Project could materially and adversely affect the Company’s potential profitability, financial performance and operational results.

Substantial Environmental and Reclamation Costs

The Company’s activities are subject to laws and regulations controlling not only the mining of and exploration for mineral properties, but also the possible effects of such activities upon the environment. Environmental legislation may change and make mining operations uneconomic, or result in significant environmental or reclamation costs. Environmental legislation provides for restrictions and prohibitions on spills, releases, or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas which could result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties or the suspension or closure of mining operations. In addition, certain types of operations require the submission of environmental impact statements and approval thereof by government authorities. Environmental legislation is evolving in a manner which may mean stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. Permits from a variety of regulatory authorities are required for many aspects of mine development, operation and reclamation. Future legislation and regulations could cause additional expense, capital expenditures, restrictions, liabilities and delays in the development of the Company’s properties, the extent of which cannot be predicted. In the context of environmental permits, including the approval of reclamation plans, the Company must comply with standards and laws and regulations which may entail costs and delays depending on the nature of the activity to be permitted and

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how stringently the regulations are implemented by the permitting authority. The Company does not maintain environmental liability insurance.

Sales by Existing Shareholders

Sales of a substantial number of Shares in the public market could occur at any time. These sales, or the market perception that the holders of a large number of Shares intend to sell Shares, could reduce the market price of the Shares. If this occurs and continues, it could impair the Company's ability to raise additional capital through the sale of securities.

Safety and Security

The Company's property interests are located in the States of Jalisco and Sonora, Mexico. Criminal activities in these regions, or the perception that activities are likely, may disrupt the Company's operations, hamper the Company's ability to hire and keep qualified personnel and impair the Company's access to sources of capital. Risks associated with conducting business in the regions include risks related to personnel safety and asset security. Risks may include, but are not limited to: kidnappings of employees and contractors, exposure of employees and contractors to local crime related activity and disturbances, exposure of employees and contractors to drug trade activity, and damage or theft of the Company's or personal assets. These risks may result in serious adverse consequences including personal injuries or death, property damage or theft, limiting or disrupting operations, restricting the movement of funds, impairing contractual rights and causing the Company to shut down operations, all of which may expose the Company to costs as well as potential liability. Such events could have a material adverse impact on the Company and make it more difficult for the Company to obtain required financing. Although the Company actively attempts to mitigate such risks, there is no assurance that the Company's efforts will be effective in safeguarding personnel and the Company's property effectively.

Enforcement of Judgements

The majority of the Company's assets are located outside of Canada. Accordingly, it may be difficult for investors to enforce within Canada any judgments obtained against the Company or its subsidiaries, including judgments predicated upon the civil liability provisions of applicable Canadian securities laws. Consequently, investors may be effectively prevented from pursuing remedies against the Company or its subsidiaries under Canadian securities laws. Additionally, it may be difficult for an investor, or any other person or entity, to assert Canadian securities law claims in original actions instituted in other jurisdictions. Courts in these jurisdictions may refuse to hear a claim based on a violation of Canadian securities laws on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the local law, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure may also be governed by foreign law.

Insurance and Uninsurable Risks

While the Company has obtained insurance to address certain risks in such amounts as it considers being reasonable, such insurance has limitations on liability and the insurance may not continue to be available. Moreover, such risks may not be insurable in all instances or, in certain instances, the Company may elect not to insure against certain risks because of high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to the Company and the occurrence of an event in which the Company is not fully insured against, could have a material adverse effect upon its business, operating results and financial condition.

Currency

Our financials are reported in Canadian dollars. However due to our operations in foreign jurisdictions, expenditures may be incurred in foreign currencies. Thus the Company may be exposed to financial risk arising from fluctuations in exchange rates between the Canadian dollar and foreign currencies, which may, from time to time, impact our financial position and results.

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Social and Environmental Activism

There is an increasing level of public concern relating to the effects of mining on the nature landscape, in communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations (“NGOs”) who oppose resource development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. While the Company seeks to operate in a socially responsible manner and believes it has good relationships with local communities in the regions in which it operates, NGOs or local community organizations could direct adverse publicity against and/or disrupt the operations of the Company in respect of one or more of its properties, regardless of its successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which the Company has an interest or the Company’s operations specifically. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of the Company or its relationships with the communities in which it operations, which could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

Acquisition of Additional Mineral Properties

If the Company loses or abandons its interests in its mineral properties, there is no assurance that it will be able to acquire another mineral property of merit or that such an acquisition would be approved by the TSXV. There is also no guarantee that the TSXV will approve the acquisition of any additional properties by the Company, whether by way of an option or otherwise, should the Company wish to acquire any additional properties.

Government or Regulatory Approvals

Exploration and development activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents, which may be withdrawn or made subject to limitations. There is no guarantee that, upon completion of any exploration, a mining licence will be granted with respect to exploration territory. There can also be no assurance that any exploration licence will be renewed or if so, on what terms. These licences place a range of past, current and future obligations on the Company. In some cases, there could be adverse consequences for breach of these obligations, ranging from penalties to, in extreme cases, suspension or termination of the relevant licence or related contract.

Permits and Government Regulation

The future operations of the Company may require permits from various federal, state, provincial and local governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. Possible future government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labour standards could cause additional expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted. Before development and production can commence on any properties, the Company must obtain regulatory and environmental approvals. There is no assurance that such approvals can be obtained on a timely basis or at all. The cost of compliance, with changes in governmental regulations, has the potential to reduce the profitability of operations. The Company is currently in compliance with all material regulations applicable to its exploration activities.

Uncertainty of Use of Available Funds

Although the Company has set out its intended use of available funds in its public filings, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the application of such funds. The failure by the Company to apply these funds effectively could have a material adverse effect on the Company’s business, including the Company’s ability to achieve its stated business objectives.

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Force Majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company, including the price of copper on world markets, labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, pandemics, epidemics or quarantine restrictions.

Reporting Issuer Status

As a reporting issuer, the Company is subject to reporting requirements under applicable securities law, the listing requirements of the TSXV and other applicable securities rules and regulations. Compliance with these requirements may increase legal and financial compliance costs, make some activities more difficult, time consuming or costly, and increase demand on existing systems and resources. Among other things, the Company is required to file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm the Company’s business and results of operations. The Company may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses.

Management of the Company expects that being a reporting issuer will make it more expensive to obtain and maintain director and officer liability insurance, and the Company may in the future be required to accept reduced coverage or incur substantially higher costs to obtain or maintain adequate coverage. This factor could also make it more difficult for the Company to retain qualified directors and executive officers.

Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company may acquire mineral claims, material interests in other mineral claims, and companies that the Company believes are strategic. The Company currently has no understandings, commitments or agreements with respect to any material acquisition, other than as described in its public filings, and no other material acquisition is currently being pursued. There can be no assurance that the Company will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with its current business. The process of integrating an acquired Company or mineral claims into the Company may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of the Company’s business. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company’s business, results of operations and financial condition.

Climate Change Risks

The Company acknowledges climate change as an international and community concern and it supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. However, in addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, the Company expects that this could result in increased costs at some of its operations in the future.

The Company and the mining industry are facing continued geotechnical challenges, which could adversely impact the Company’s production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, floods, seismic activity, droughts and pit wall failures, may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of the Company’s control, such as severe weather and considerable rainfall. Geotechnical failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts, which could

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cause one or more of the Company’s projects to be less profitable than currently anticipated and could result in a material adverse effect on the Company’s business results of operations and financial position.

Internal controls cannot provide absolute assurance with respect to the reliability of financial reporting and financial statement preparation

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

No Established Market for Securities

There can be no assurance that an active and liquid market for the Shares will develop or be maintained and an investor may find it difficult to resell any securities of the Company. If a market does not develop or is not sustained, it may be difficult for investors to sell the Shares at an attractive price or at all. The Company cannot predict the prices at which the Shares will trade.

Speculative Nature of Investment Risk

An investment in the Company’s securities carries a high degree of risk and should be considered as a speculative investment. The Company has no history of earnings, limited cash reserves, a limited operating history, has not paid dividends, and is unlikely to pay dividends in the immediate or near future. The likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. An investment in the Company’s securities may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Price may not Represent the Company’s Performance or Intrinsic Fair Value

The market price of a publicly-traded stock is affected by many variables not directly related to the corporate performance of the Company, including the market in which it is traded, the strength of the economy generally, the availability of the attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the Shares on the TSXV in the future cannot be predicted. Securities or Industry Analysts

The trading market for the Shares could be influenced by research and reports that industry and/or securities analysts may publish about the Company, its business, the market or its competitors. The Company does not have any control over these analysts and cannot assure that such analysts will cover the Company or provide favourable coverage. If any of the analysts who may cover the Company’s business change their recommendation regarding the Company’s stock adversely, or provide more favourable relative recommendations about its competitors, the stock price would likely decline. If any analysts who may cover the Company’s business were to cease coverage or fail to regularly publish reports on the Company, it could lose visibility in the financial markets, which in turn could cause the stock price or trading volume to decline.

Price Volatility of Publicly Traded Securities

Securities of mineral exploration and development companies, have experienced substantial volatility in the past, often based on factors unrelated to the Company’s financial performance or prospects. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries.

The price of the Shares is also likely to be significantly affected by short-term changes in copper or other mineral prices or in our financial condition or results of operations. Other factors unrelated to our performance that may affect the price of the Shares include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow the Company; lessening in trading volume and general market interest in the Shares may affect an investor’s ability to trade

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significant numbers of Shares; the size of our public float may limit the ability of some institutions to invest in the Shares; and a substantial decline in the price of the Shares that persists for a significant period of time could cause the Shares, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the Shares at any given point in time may not accurately reflect our long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

The market price of the Shares is affected by many other variables which are not directly related to our success and are, therefore, not within our control. These include other developments that affect the market for all resource sector securities, the breadth of the public market for our Shares and the attractiveness of alternative investments. The effect of these and other factors on the market price of the Shares is expected to make the price of the Shares volatile in the future, which may result in losses to investors.

Dilution

Future sales or issuances of equity securities could decrease the value of the Shares, dilute shareholders' voting power and reduce future potential earnings per Share. We may sell additional equity securities in subsequent offerings (including through the sale of securities convertible into Shares) and may issue additional equity securities to finance our operations, development, exploration, acquisitions or other projects. We cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per Share.

Dividends

To date, the Company has not paid any dividends on its outstanding Shares. Any decision to pay dividends on the Shares will be made by the Board on the basis of the Company's earnings, financial requirements and other conditions.

TSXV Listing

In the future, the Company may fail to meet the continued listing requirements for the Shares to be listed on the TSXV. If the TSXV delists the Shares from trading on its exchange, the Company could face significant material adverse consequences, including: a limited availability of market quotations for the Shares; a determination the Shares are a "penny stock" which will require brokers trading in the Shares to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary market for the Shares; a limited amount of news and analysts coverage for the Company; and a decreased ability to issue additional securities or obtain additional financing in the future.

Forward-Looking Statements

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DIVIDENDS AND DISTRIBUTIONS

Axo Copper intends to retain its earnings, if any, to finance the growth and development of business and no dividends have been paid by Axo Copper, nor will dividends be paid by Axo Copper in the foreseeable future. Any return on an investment in Axo Copper’s securities will come from the appreciation, if any, in the value of the Shares. The payment of future dividends, if any, will be reviewed periodically by Axo Copper’s directors and will depend upon, among other things conditions then existing, including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions and other factors.

DESCRIPTION OF CAPITAL STRUCTURE

Axo Copper is authorized to issue an unlimited number of Shares without nominal or par value, of which 130,430,733 Shares were issued and outstanding as fully paid and non-assessable as of the date of this AIF. The holders of Shares are entitled to: (a) one vote per Share at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote; (b) receive dividends, if, as and when declared by the Board; and (c) subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of Axo Copper, receive the remaining property of Axo Copper upon dissolution, liquidation or winding-up of Axo Copper as is distributable to the holders of the Shares.

As of the date of this AIF, the Company had 3,500,000 stock options outstanding to acquire Shares at prices ranging from $0.15 to $0.40 per Share, the latest of which expire on July 18, 2034. As of the date of this AIF, the Company had 11,024,576 warrants outstanding to acquire Shares at prices ranging from $0.40 to $0.70 per Share, all of which expire on June 4, 2027.

Additionally, as of the date of this AIF, the Company had Nil restricted share units and 1,500,000 deferred share units outstanding, respectively.

As the date of this AIF, if all stock options, warrants and deferred share units were exercised, the number of Shares outstanding would have been 146,455,309.

MARKET FOR SECURITIES

Trading Volume and Price

The Shares have been listed on the Exchange since June 4, 2025. The Shares trade under the symbol “AXO”.

The following table sets out the high and low trading price, and volume of trading on a monthly basis, of the Shares on the Exchange from June 4, 2025 to January 27, 2026, being the period since the completion of the IPO during which the Shares were traded on the Exchange:

Month	High ($)	Low ($)	Volume
June 2025	0.59	0.35	2,534,468
July 2025	0.56	0.41	1,170,381
August 2025	0.48	0.35	2,821,410
September 2025	0.49	0.30	9,641,829
October 2025	0.47	0.34	4,974,950
November 2025	0.50	0.33	2,826,206
December 2025	0.53	0.37	3,662,799
January 1 - January 26, 2026	0.75	0.52	3,837,836

Prior Sales

Axo Copper does not have any class of securities that is outstanding but not listed or quoted on an exchange, other than options to acquire Shares, warrants and deferred share units, as described under the heading “Description of Capital Structure”.

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ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

The following table sets out the securities of the Company that are held in escrow or that are subject to contractual restrictions on transfer as of the date of this AIF:

Designation of class	Number of securities held in escrow or that are subject to a contractual restriction on transfer	Percentage of class
Common Shares (1),(2),(3)	57,639,682	44.2%
Options (1)	2,160,000	61.7%

Notes:
(1) 15,419,999 Shares and 2,160,000 Options are held by principals (as defined in National Policy 46-201 - Escrow for Initial Public Offerings) and are subject to restrictions on transfer that expire on June 4, 2026, December 4, 2026, June 4, 2027, December 4, 2027 and June 4, 2028.
(2) 24,750,000 Shares are held by non-principals and are subject to a 36-month value security escrow agreement with Computershare Trust Company of Canada, as escrow agent, with releases scheduled on June 4, 2026, December 4, 2026, June 4, 2027, December 4, 2027 and June 4, 2028.
(3) 17,469,683 Shares are held by non-principals and are subject to certain contractual restrictions on transfer that expire June 4, 2026 and December 4, 2026.

DIRECTORS AND OFFICERS

Name, Occupation and Security Holdings

The following table sets out, as of the date of this AIF, the names of the directors and officers of Axo Copper, the province or state, and country of residence of each such director and officer, their respective positions and offices held with Axo Copper and their principal occupations during the last five years.

Name, Province and Country of Residence and Position Held	Date Elected or Appointed	Principal Occupations During Last Five Years
Glenn Jessome (1),(7),(9)
Executive Chair, Corporate Secretary and Director
Nova Scotia, Canada	April 15, 2021	Mr. Jessome, JD, MBA, is a founding shareholder of Silver Tiger Metals Inc. (“Silver Tiger”) and oversaw the successful listing of Silver Tiger on the TSXV in December 2010. Mr. Jessome has been CEO and President of Silver Tiger since September 1, 2014. For the last five years, Mr. Jessome’s principal occupation has been CEO at Silver Tiger. Mr. Jessome has spent his career working as a securities lawyer in Halifax with extensive experience in capital markets. Mr. Jessome is a member of the National Advisory Committee for the TSXV and a member of the Quebec-Atlantic Canada Advisory Committee for the TSXV. Mr. Jessome is a member of the Institute of Corporate Directors.
Jonathan Egilo (7),(9)
President, Chief Executive Officer and Director
Nova Scotia, Canada	June 10, 2024	Mr. Egilo is a mining and capital markets professional and is currently serving as President & CEO of the Corporation, a role he has held since June 2024. Prior to his role with the Corporation, he held the position of Director, Equity Research Analyst at Desjardins Capital Markets where he was a covering analyst on equities ranging from exploration-stage companies to mid-tier producers across both precious and base metals sectors. Prior to his position with Desjardins Capital Markets, he held roles with National Bank Financial (TSX: NA) working in mining equity research, and at Detour Gold (now Agnico Eagle Mines Ltd. (NYSE: AEM) (TSX: AEM)) in the engineering department. He holds a Bachelor’s of Applied Science in Mining Engineering from Queen’s University.

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Name, Province and Country of Residence and Position Held	Date Elected or Appointed	Principal Occupations During Last Five Years
Keith Abriel
Chief Financial Officer
Nova Scotia, Canada	May 19, 2023	Mr. Abriel is a Chartered Professional Accountant, a CFA Charterholder, and holds a Bachelor of Commerce (Cum Laude) from Saint Mary’s University in Halifax, Nova Scotia. An experienced financial executive, Mr. Abriel is currently serving as the Chief Financial Officer of the Company, having been appointed to the role effective May 19, 2023. Mr. Abriel also serves and the Chief Financial Officer of Silver Tiger Metals Inc. From February 2018 to December 2021, Mr. Abriel served, amongst other short term executive roles, as the Interim Chief Financial Officer of CarbonCure Technologies Inc. and from July 2014 to February 2018 he served as the Chief Financial Officer of DHX Media Ltd. (TSX:DHX.B and NASDAQ:DHXM). He has served as the Chief Financial Officer of a number of public and venture backed private companies, including significant mining industry experience. Mr. Abriel is a Past President of the Atlantic Canada CFA Society. He also spent nine years with PricewaterhouseCoopers, LLP.
Douglas Reid (2),(5),(7)
Director
Nova Scotia, Canada	December 1, 2023	Mr. Reid is a former partner of KPMG Canada where he served in various leadership roles including Atlantic Managing Partner and as a member of the board of directors. During his 40-year career with KPMG, Mr. Reid provided professional services to many of Atlantic Canada’s leading public and private corporations, including entities in the mining sector and entities with international operations.

Mr. Reid currently serves on the board of directors of the Halifax Port Authority where he serves as the chair of the audit committee and is a member of the human resources committee and compensation committee. Mr. Reid also currently serves on the board of directors of GoGold Resources Inc., where he serves as chair of the Compensation Committee. Mr. Reid also serves as the chair of the board of directors of IESO - Nova Scotia, a new, independent not-for-profit that will be responsible for the planning and reliable operation of the province's bulk energy system.

He holds a Bachelor of Commerce degree from Dalhousie University, is a Fellow of the Chartered Professional Accountants of Nova Scotia, and holds the ICD.D from the Rotman School of Management. |
| Lila Maria Bensojo-Arras (3),(5),(6),(9)
Director
Chihuahua, Mexico | October 24, 2024 | Ms. Bensojo is a partner with the Mexican law firm EC Rubio specializing in corporate law and representing many mining companies working in Mexico. This has been her principal occupation for the past five years. EC Rubio is one of the largest law firms in Mexico and its clients include Fortune 500 companies including mining companies. Ms. Bensojo is based in Chihuahua, Mexico and received her law degree in 2007 from the Monterrey Institute of Technology and Higher Education. As a corporate lawyer in Mexico, Ms. Bensojo has extensive experience in mining law, environmental regulations, social issues and governance. |

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Name, Province and Country of Residence and Position Held	Date Elected or Appointed	Principal Occupations During Last Five Years
Karen Flores (3),(4),(8)
Director
Mexico City, Mexico	December 13, 2024	Ms. Flores is the CEO of the Mining Chamber of Mexico, which represents the interests of the country’s mining-metallurgical industry. In June 2020, Forbes Mexico recognized Karen as one of the 100 Most Powerful Women in Mexico for her groundbreaking leadership in the mining industry. She is also an advisor for the Chamber of Commerce of Canada in Mexico (CANCHAM) where she chairs the Integration Caucus and the Women Building Business committee. She is part of the founding group of WIM Women Mexico, a subsidiary of Women in Mining International.

With more than 15 years of experience in the mining sector, Ms. Flores has held positions in both public administration and private industry. From 2014 to 2019, she was the head of Corporate and Government Relations for the Mexico Division of Agnico Eagle Mines Ltd. (NYSE: AEM) (TSX: AEM). Between 2007 and 2013, Ms. Flores worked at the Undersecretariat for Mining of the Ministry of Economy, holding various positions such as Advisor, Head of Analysis and Information, Chief of Staff, Assistant General Manager of the Undersecretary’s Office, among others. Ms. Flores was also an active member of the Association of Mining Engineers, Metallurgists and Geologists of Mexico (AIMMGM), holding different honorary positions such as Vice-President of Government Affairs, Communications Coordinator of District Mexico, and Coordinator of Public Relations and Protocol for the XXXI and XXXII International Mining Conventions. |

Notes:
(1) Chair of the Board.
(2) Chair of the Audit Committee
(3) Member of the Audit Committee.
(4) Chair of the Compensation Committee
(5) Member of the Compensation Committee.
(6) Chair of the Corporate Governance and Nominating Committee.
(7) Member of the Corporate Governance and Nominating Committee.
(8) Chair of the SESS Committee
(9) Member of the SESS Committee

Each director elected or appointed will hold office until the next annual general meeting of the shareholders of Axo Copper or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the articles of Axo Copper or with the provisions of the CBCA.

As of the date of this AIF, all directors and executive officers of Axo Copper, as a group, beneficially own, directly or indirectly, or exercise control or direction over, 17,951,514 Shares, representing 13.8% of all outstanding Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the directors or officers of the Company or a shareholder holding a sufficient number of securities of the company to affect materially the control of the company is, or has been within the ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that (i) while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the relevant Company access to any exemption under securities legislation, which such order was in effect for a period of more than 30 consecutive days; (ii), was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, which such order was in effect for a period of more than 30 consecutive days as a result of an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (iii) while such person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

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None of the directors or officers of the Company or a shareholder holding a sufficient number of securities of the company to affect materially the control of the Company have, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or officer.

There have been no penalties or sanctions imposed against any proposed director by a court relating to securities legislation or a securities regulatory authority or any other penalties or sanctions imposed against any proposed director by a court or regulatory body that would likely be considered important to a reasonable shareholder in making a decision with respect to voting for any proposed director. There have been no settlement agreements that any proposed director has entered into with a securities regulatory authority.

Conflicts of Interest

Directors and officers of Axo Copper may also serve as directors and/or officers of other companies engaged in similar businesses and may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest which cannot be resolved by arm's length negotiations but only through exercise by the officers and directors of such judgment as is consistent with their fiduciary duties to Axo Copper which arise under applicable corporate law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of Axo Copper. It is expected that all conflicts of interest will be resolved in accordance with the provisions of the CBCA. It is expected that any transactions with officers and directors will be on terms consistent with industry standards and sound business practice in accordance with the fiduciary duties of those persons to Axo Copper, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings material to Axo Copper to which Axo Copper is or was a party or of which any of Axo Copper's properties are or was the subject matter during the financial year ended June 30, 2025, and to Axo Copper's knowledge, no such proceedings are contemplated.

There were no:

(a) penalties or sanctions imposed against Axo Copper by a court relating to securities legislation or by a securities regulatory authority during the financial year ended June 30, 2025;

(b) other penalties or sanctions imposed by a court or regulatory body against Axo Copper that would likely be considered important to a reasonable investor in making an investment decision; and

(c) settlement agreements which Axo Copper entered into before a court relating to securities legislation or with a securities authority during the financial year ended June 30, 2025.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, to the knowledge of Axo Copper, no director or executive officer of Axo Copper, or any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Shares, or associates or affiliates of any of those persons or companies, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect Axo Copper.

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MATERIAL CONTRACTS

The following material contracts were entered into by the Company within or subsequent to the last financial year or before the last financial year and are still in effect as of the date of this AIF:

Commercial Agency Agreement;
Rights Option Agreement;
Underwriting agreement dated May 23, 2025 between Axo Copper and a syndicate of underwriters led by Stifel Nicolaus Canada Inc., as co-lead underwriter and sole bookrunner, and SCP Resource Finance LP, as co-lead underwriter, together with BMO Nesbitt Burns Inc., Desjardins Securities Inc., Ventum Financial Corp. and Haywood Securities Inc., in connection with the IPO;
Securities purchase agreement between Axo Copper and ODV dated November 21, 2025 pursuant to which the Company acquired all of the issued and outstanding equity interests of Sapuchi; and
Share issuance agreement between Axo Copper and OR International dated November 21, 2025 pursuant to which OR International agreed to enter into an amended and restated stream agreement with Sapuchi in respect of the stream held by OR International on the gold and silver on the San Antonio Project.

INTERESTS OF EXPERTS

Names of Experts

The following are the persons or companies who were named as having prepared or certified a report, valuation, statement or opinion described or included in a filing, or referred to in a filing, made by Axo Copper during or relating to the financial year ended June 30, 2025 and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company:

The technical information in this AIF regarding the La Huerta Project is extracted from the La Huerta Technical Report prepared by William Stone, Ph.D., P.Geo., Brian Ray, P.Geo. and Eugene Puritch, P.Eng., FEC, CET of P&E Mining Consultants Inc.;
The technical information in this AIF regarding the San Antonio Project is extracted from the San Antonio Technical Report prepared by William J. Lewis, P.Geo. and Richard Gowans, P.Eng. of Micon International Limited and Rodrigo Calles-Montijo, CPG of Servicios Geológicos IMEx, S.C.;
Charles Spath, P.Geo., of P&E Mining Consultants Inc., who is responsible for and who reviewed the scientific and technical information in this AIF and in the Company's public filings during the year ended June 30, 2025; and
PricewaterhouseCoopers LLP who provided an opinion on the Company's consolidated financial statements for the year ended June 30, 2025.

Interests of Experts

As of the date hereof, the authors of the La Huerta Technical Report and the San Antonio Technical Report and Mr. Spath each beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Company.

The auditor of the Company is PricewaterhouseCoopers LLP, Chartered Professional Accountants, Halifax, Nova Scotia. In connection with the audit of Axo Copper's consolidated financial statements for the year ended June 30, 2025, PricewaterhouseCoopers LLP has reported to Axo Copper's Audit Committee that they are independent of Axo Copper within the meaning of the Chartered Professional Accountants of Nova Scotia CPA Code of Professional Conduct.

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TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Shares is Computershare Investor Services Inc. at its principal office in Montreal, Quebec.

ADDITIONAL INFORMATION

Additional information relating to Axo Copper is available on SEDAR+ at www.sedarplus.ca.

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of Axo Copper securities and securities authorized for issuance under equity compensation plans, is contained in Axo Copper's information circular dated November 12, 2025 and additional financial information is provided in Axo Copper's financial statements and management's discussion and analysis for the year ended June 30, 2025, all of which are available on SEDAR+.

AI assistant

AXO COPPER CORP — Audit Report / Information 2025

48413_rns_2026-01-27_7bda2d10-4b99-4aa1-9133-b4b3fc9df50c.pdf

ANNUAL INFORMATION FORM

PRELIMINARY NOTES AND CAUTIONARY STATEMENTS

Date of Information

Currency and Exchange Rate

Forward-Looking Statements

Technical Information

Abbreviations

CORPORATE STRUCTURE

Notes:

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

La Gallina Concession – Overview and Acquisition of Rights

|

Los Juanes Concession – Overview and Acquisition

Financings

Initial Public Offering and Listing

Subsequent Events

DESCRIPTION OF THE BUSINESS

General

Specialized Skill and Knowledge

Competitive Conditions

Components

Cycles

Contracts and Sub-Contracts

Environmental Protection

Employees

Foreign Operations

Market

Marketing Plans and Strategies

Bankruptcy and Similar Procedures

Environment, Social and Governance

MINERAL PROJECTS

La Huerta Project

Introduction

Location, Mineral Tenure, Surface Rights, Permits

Access, Climate, Resources And Infrastructure

History

Geology, Mineralization and Deposit Type

Exploration and Drilling

Sample Analyses and Data Verification

Conclusions and Recommendations

Property Location, Description and Ownership

Location

Axo Copper Acquisition of the San Antonio Project

Osisko Development Ownership

Property Description

Accessibility, Climate, Physiography, Local Resources and Infrastructure

Accessibility

Physiography

Climate

Local Resources and Infrastructure

History

Historical Exploration and Mining Development

Geological Setting and Mineralization

Regional Geology

Property Geology

Mineralization

Exploration and Drilling Programs

Metallurgical Testwork

Conclusions and Metallurgical Assumptions

San Antonio Project Mineral Resource Estimate

General Notes

Supporting Data for the Resource Estimate

Drilling Database

Topography

Compositing

Geological Model

Model of Voids

Capping

Density

Variography and Search Ellipsoids

Grade Interpolation

Economic Parameters and Classification

Prospects for Economic Extraction

Mineral Resource Classification

Mineral Resource Estimate

Mineral Resource Estimate

AXO COPPER CORP Audit Report / Information 2025