Roxmore Resources Inc. — Capital/Financing Update 2025

Sep 25, 2025

Form 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Axcap Ventures Inc. (“Axcap” or the “Company”)
488 – 1090 West Georgia Street
Vancouver, BC V6E 3V7

Item 2. Date of Material Change
September 23, 2025.

Item 3. News Release
News Release dated September 23, 2025 was disseminated via Cision and filed on SEDAR+ on September 23, 2025.

Item 4. Summary of Material Change
The Company has closed the previously announced non-brokered private placement for gross proceeds of $12,500,000. (the “Concurrent Offering”), arranged in connection with the arrangement agreement dated September 8, 2025 (the “Arrangement Agreement”). The Company also issued an aggregate of 6,000,000 Axcap Shares (as defined herein below) at $0.10 per Axcap Share in settlement of $600,000 of debt owed to certain related parties (the “Debt Settlement”).

Item 5. Full Description of Material Change

5.1 Full Description of Material Change
The Company announced further to its joint news release September 8, 2025, that the Company has closed its previously announced Concurrent Offering, arranged in connection with the Arrangement Agreement, whereby Axcap will acquire all of the issued and outstanding common shares of Taura Gold Inc. (“Taura”) by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

The Concurrent Offering consisted of 125,000,000 common shares in the capital of Axcap (“Axcap Shares”) at a price of C$0.10 per Axcap Share for gross proceeds of C$12,500,000. The net proceeds of the Concurrent Offering will be used by the Company to satisfy certain upcoming property payments in connection with Axcap’s Converse Gold Project, located in the Battle Mountain Trend in Northen Nevada, and

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for general corporate purposes. The Axcap Shares issued pursuant to the Concurrent Offering are subject to a four-month plus one day hold period commencing on the closing of the Concurrent Offering under applicable Canadian securities laws.

In addition, Axcap issued an aggregate of 6,000,000 Axcap Shares at $0.10 Axcap Share in settlement of $600,000 of debt owed to certain related parties. The Debt Settlement has a settlement value of 50% of the face value of the initial debt.

An insider of Axcap participated in the Concurrent Offering and subscribed for 200,000 Axcap Shares for aggregate gross proceeds of $20,000 to the Company. In addition, 5,000,000 Axcap Shares were issued to insiders of Axcap pursuant to the Debt Settlement. The issuance of Axcap Shares to the Insiders constitutes "related party transactions" as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for the Insiders participation in the Concurrent Offering and for the Axcap Shares issued to insiders pursuant to the Debt Settlement, as the value of the Axcap Shares subscribed for do not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The exact extent of participation by insiders of the Company in the Concurrent Offering was not determined sufficiently in advance of the closing thereof, and accordingly, the Company expects to file a material change report relating to the Concurrent Offering less than 21 days from completion of the Concurrent Offering, which is reasonable and necessary in the circumstances.

As further disclosed in the news release dated September 8, 2025, upon closing of the Concurrent Offering, the following changes were made to Axcap's management:

• John Dorward has been appointed as Chief Executive Officer and Executive Chair;
• Blake McLaughlin has been appointed Executive Vice President, Development, and resigned from his current position at Axcap;
• Vance Spalding has been appointed Executive Vice President, Exploration;
• Zeenat Lokhandwala has been appointed Chief Financial Officer and Corporate Secretary;
• Kevin Ma has resigned as Chief Financial Officer; and
• Luis Zapata has resigned as President.

In addition, Axcap's board of directors has been reconstituted to comprise of the following five members:

• Mario Vetro;

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• Kenneth Cotiamco;
• Tyron Breytenbach;
• John Dorward; and
• Oliver Lennox-King.

Desmond Balakrishnan and Luis Zapata have resigned as directors of Axcap.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officers

The following director of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Mario Vetro
mario@commoditypartners.ca
604.687.7130

Item 9. Date of Report

DATED at Vancouver, BC, this 25th day of September, 2025.

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