Roxmore Resources Inc. — Capital/Financing Update 2024

Aug 31, 2024

AXCAP VENTURES INC.

AXCAP VENTURES INC. CLOSES TRANSACTION WITH PGV PATRIOT GOLD VAULT LTD.

Vancouver, B.C., August 30, 2024 – AXCAP VENTURES INC. (CSE:AXCP) (the “Company”) is pleased to announce that further to its news releases of July 16, 2024 and August 26, 2024 it has completed its investment (the “ Investment ”) in all of all the issued and outstanding common shares in the capital of PGV Patriot Gold Vault Ltd. (“ PGV ”) pursuant to the terms of a share exchange agreement dated August 23, 2024 (the “ Definitive Agreement ”) between the Company, PGV, and the Shareholders of PGV (the “ PGV Shareholders ”).

Transaction Details

Pursuant to the terms of the Definitive Agreement and in consideration for the Investment, the Company issued an aggregate of 4,583,333 common shares in the capital of the Company (the “ Consideration Shares ”) pro rata to the PGV Shareholders at a deemed price of $0.10 per Consideration Share. The Consideration Shares were issued pursuant to the Take-Over Bid and Issuer Bid prospectus exemption set forth in Section 2.16 of National Instrument 45-106 – Prospectus Exemptions and are therefore not be subject to any restrictions on resale.

About PGV

PGV is a privately held company incorporated under the Business Corporations Act (British Columbia). PGV is a North American gold consolidator whose core focus is to continually drill its properties to add value. PGV has signed letters of intent to acquire the Cracker Creek Project located in Oregon and Rattlesnake Hills Project in central Wyoming.

About the Company

The Company is an investment company whose primary objective is to identify promising companies with excellent projects, innovative technologies or both, using management’s extensive experience in deal sourcing and capital combination to maximize returns for the Company’s shareholders. The Company will invest its funds with the aim of generating returns from capital appreciation and investment income. It intends to accomplish these goals through the identification of and investment in securities of private and publicly listed entities across a wide range of sectors and industry areas, including but not limited to the mineral exploration, technology, software development and biotechnology industries.

ON BEHALF OF THE BOARD OF DIRECTORS

“ Robert Dubeau ”

Robert Dubeau, Chief Executive Officer

For further information, please contact the Company at (604) 687-7130

Cautionary Statement Regarding “Forward-Looking” Information

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This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forwardlooking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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