EXECUTION VERSION

TAURA GOLD INC.

and

AXCAP VENTURES INC.

ARRANGEMENT AGREEMENT

September 8, 2025

ARTICLE 1 INTERPRETATION

1.1 Definitions ... 1
1.2 Interpretation ... 11
1.3 Number, Gender and Persons ... 12
1.4 Date for Any Action ... 12
1.5 Currency ... 12
1.6 Accounting Matters ... 12
1.7 Knowledge ... 12
1.8 Schedules ... 12

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement ... 13
2.2 Interim Order ... 13
2.3 Obligations of Taura ... 14
2.4 Obligations of Axcap ... 16
2.5 Final Order ... 16
2.6 Court Proceedings ... 17
2.7 The Arrangement and Effective Date ... 17
2.8 Payment of Consideration ... 17
2.9 Announcements and Consultations ... 17
2.10 Withholding Taxes ... 18
2.11 Adjustment to Consideration ... 18
2.12 List of Shareholders ... 18
2.13 U.S. Securities Law Matters ... 19
2.14 Change of Board of Directors and Executive Officers ... 20
2.15 Share for Share Exchange ... 21

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF AXCAP

3.1 Representations and Warranties of Axcap ... 21
3.2 Survival of Representations and Warranties ... 21

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF TAURA

4.1 Representations and Warranties of Taura ... 21
4.2 Survival of Representations and Warranties ... 21

ARTICLE 5 COVENANTS

5.1 Covenants of Axcap Relating to the Arrangement ... 21
5.2 Covenants of Axcap Relating to the Conduct of Business ... 22
5.3 Covenants of Taura Relating to the Arrangement ... 26
5.4 Covenants of Taura Relating to the Conduct of Business ... 27
5.5 Additional Agreements Regarding Specified Matters ... 30

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent ... 31
6.2 Additional Conditions Precedent in Favour of Taura ... 31
6.3 Additional Conditions Precedent in Favour of Axcap ... 32
6.4 Satisfaction of Conditions ... 33

ARTICLE 7 ADDITIONAL COVENANTS

7.1 Covenant Regarding Non-Solicitation ... 33
7.2 Covenant Regarding Acquisition Proposal ... 33
7.3 Taura's Right to Accept a Superior Proposal ... 34
7.4 Access to Information; Confidentiality; Transition ... 35
7.5 Insurance and Indemnification ... 36
7.6 Notice and Cure Provisions ... 36

ARTICLE 8 TERM, TERMINATION, AMENDMENT AND WAIVER ... 37
8.1 Term ... 37
8.2 Termination ... 37
8.3 Termination Payment ... 39
8.4 Amendment ... 40
8.5 Waiver ... 40

ARTICLE 9 GENERAL PROVISIONS AND MISCELLANEOUS ... 41
9.1 Privacy ... 41
9.2 Notices ... 41
9.3 Governing Law ... 42
9.4 Injunctive Relief ... 42
9.5 Time of Essence ... 42
9.6 Entire Agreement, Binding Effect and Assignment ... 42
9.7 No Liability ... 43
9.8 Severability ... 43
9.9 Counterparts, Execution ... 43

SCHEDULES
SCHEDULE A FORM OF PLAN OF ARRANGEMENT
SCHEDULE B TAURA ARRANGEMENT RESOLUTION
SCHEDULE C REPRESENTATIONS AND WARRANTIES OF AXCAP
SCHEDULE D REPRESENTATIONS AND WARRANTIES OF TAURA
SCHEDULE E KEY REGULATORY APPROVALS AND KEY THIRD PARTY CONSENTS

ARRANGEMENT AGREEMENT

Arrangement Agreement dated September 8, 2025

BETWEEN:

Axcap Ventures Inc., a corporation existing under the laws of the Province of British Columbia ("Axcap")
- and -
Taura Gold Inc., a corporation existing under the laws of the Province of British Columbia ("Taura")

WHEREAS:

A. The board of directors of each of Axcap and Taura, after receiving financial and legal advice, have agreed to enter into a business combination whereby Axcap will acquire all of the outstanding common shares of Taura pursuant to a statutory plan of arrangement under Division 5 of Part 9 of BCBCA (as hereinafter defined).

B. Axcap has entered into Taura Voting Agreements (as hereinafter defined) with the Taura Supporting Shareholders (as hereinafter defined), pursuant to which, among other things, such Taura Supporting Shareholders agree, subject to the terms and conditions thereof, to vote the Taura Shares (as hereinafter defined) and, if applicable, any securities convertible, exercisable or exchangeable into Taura Shares held by them, in favour of the Taura Arrangement Resolution (as hereinafter defined).

C. The Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for.

NOW THEREFORE in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

"Acceptable Standstill Provisions" means standstill provisions to be included in a confidentiality and standstill agreement permitted by Section 7.2 whereby the third party to such confidentiality and standstill agreement will agree that, for a period of no less than one year after the date of execution of such confidentiality and standstill agreement, such third party shall not (and its affiliates, officers and directors shall not): (i) acquire or agree to acquire or make any proposal to acquire, in any manner, any voting securities of Taura, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such securities or any other right to acquire any such securities (for the purposes of this definition only, collectively referred to as the "Taura Securities"); (ii) assist, advise or encourage any other persons to acquire or agree to acquire, in any manner, any Taura Securities; (iii) seek or propose, or announce its intention or willingness to seek or propose, any tender offer, merger, arrangement, consolidation, take-over bid or similar transaction involving the combination of the third party and Taura relating to the acquisition of any Taura Securities; (iv) solicit proxies (whether or not relating to the election or removal of directors) of the holders of any Taura Securities, or seek to advise or influence any other person or entity with respect to the voting of any securities of Taura, or demand a copy of the stock ledger, list of shareholders, or any other books or records of Taura or otherwise act, alone or in concert with others,

to seek to control or influence, in any manner, the management of Taura, the Taura Board or the policies of Taura; or (v) have any discussions, make any inquiry or proposal or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, assist, encourage or act in concert with, any other persons in connection with any of the foregoing; provided that, for greater certainty, such standstill provisions shall not prohibit such third party from, either alone or jointly with others, submitting to the Taura Board an Acquisition Proposal on a confidential basis that does not require a public announcement by Taura, other than in accordance with Section 7.3(e);

"Acquisition Proposal" means, with respect to a Party, other than the transactions contemplated by this Agreement and other than any transaction involving (or agreed by) the Parties, any offer, proposal, expression of interest or inquiry from any Person or group of Persons acting jointly or in concert, whether or not in writing and whether or not delivered to the shareholders of a Party, after the date hereof relating to: (a) any acquisition or sale, direct or indirect, through one or more transactions, of: (i) the assets of that Party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of that Party, based on the most recent publicly filed consolidated financial statements of such Party, or (ii) 20% or more of the issued and outstanding voting or equity securities or any securities exchangeable for or convertible into voting or equity securities of that Party or any one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value consolidated assets of that Party and its subsidiaries, taken as a whole based on the most recent publicly filed consolidated financial statements of that Party; (b) any take-over bid, tender offer, exchange offer or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of the issued and outstanding voting or equity securities of any class of voting or equity securities of that Party; (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, joint venture, partnership, liquidation, dissolution or other similar transaction involving that Party or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets, of that Party and its subsidiaries, taken as a whole based on the most recent publicly filed consolidated financial statements of that Party; (d) any other similar transaction or series of transactions similar to those referred to in paragraphs (a) through (c) above, involving a Party or any of its subsidiaries; or (e) any transaction or agreement which could reasonably be expected to materially impede, prevent or materially delay the completion of the Arrangement. For the purposes of the definition of "Superior Proposal", reference in this definition of Acquisition Proposal to "20%" shall be deemed to be replaced by "100%";

"affiliate" has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions;

"Agreement" means this arrangement agreement, including all schedules annexed hereto, together with the Axcap Disclosure Letter and the Taura Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

"Arrangement" means an arrangement under Division 5 of Part 9 of the BCBCA, on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement, or made at the direction of the Court in the Final Order, with the prior written consent of the Parties, each acting reasonably;

"Authorization" means any authorization, order, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule or regulation, of, from or required by any Governmental Entity;

"Axcap ATM Program" means the at-the-market program established by the short form base shelf prospectus of Axcap dated April 16, 2025 (including, the prospectus supplement of Axcap dated May 23, 2025) and the "at-the-market" equity distribution agreement dated May 23, 2025 between Axcap and Haywood Securities Inc.

"Axcap Board" means the board of directors of Axcap, as constituted from time to time;

"Axcap Board Change" has the meaning ascribed thereto in Subsection 2.14(a)(i);

"Axcap Consolidation" means the consolidation of the Axcap Shares on the basis of one (1) post-consolidation Axcap Share for every ten (10) pre-consolidation Axcap Shares;

"Axcap Disclosure Documents" means all documents filed by or on behalf of Axcap on SEDAR+ or its predecessor, SEDAR, since January 1, 2023 that are publicly available on SEDAR+ on the date hereof;

"Axcap Disclosure Letter" means the disclosure letter executed by Axcap and delivered to Taura concurrently with the execution of this Agreement;

"Axcap Incentive Plans" means (i) the restricted share unit plan of Axcap dated effective July 12, 2018, and (ii) the 10% "rolling" stock option plan of Axcap dated effective October 29, 2013;

"Axcap Management Change" has the meaning ascribed thereto in Subsection 2.14(b);

"Axcap Material Properties" means the Rattlesnake Project, the Newton Project and the Converse Project;

"Axcap Name Change" means the change of name of Axcap to such name as the Parties may mutually agree in writing and acceptable to the relevant Governmental Entity;

"Axcap Options" means stock options to purchase Axcap Shares;

"Axcap Placement" means the non-brokered private placement of Axcap Shares for gross proceeds of a minimum of $5,000,000 and up to a maximum of $12,500,000, to be completed by Axcap on or prior to the Axcap Placement Closing Date, at an issue price of $0.10 per share, subject to the rules and policies of the CSE;

"Axcap Placement Closing Date" means September 18, 2025, or such other date as the Parties may agree upon;

"Axcap Properties" means the properties (including, without limitation, the Axcap Material Properties) and assets reflected in the balance sheet forming part of Axcap's interim financial statements for the three and six months ended June 30, 2025;

"Axcap RSUs" means restricted share units of Axcap;

"Axcap Shareholders" means the holders of Axcap Shares;

"Axcap Shares" means the common shares in the authorized share capital of Axcap;

"Axcap Sponsors" means, collectively, Tyron Breytenbach, Mario Vetro, Luis Zapata, Kevin Ma, Robert Dubeau, Blake Mclaughlin, and certain other significant Axcap Shareholders to be identified by Axcap, as well as certain other aligned investors identified by Axcap;

"Axcap Technical Reports" means, collectively the Newton Technical Report, the Converse Technical Report, and the Rattlesnake Technical Report;

"Axcap Warrants" means share purchase warrants of Axcap;

"BCBCA" means the Business Corporations Act (British Columbia);

"Board" means in respect of any Party, its board of directors;

"Business Day" means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Vancouver, British Columbia or in Toronto, Ontario, are authorized or required by applicable Law to be closed;

"Change in Recommendation" means where, prior to Taura having obtained the Taura Shareholder Approval, the Taura Board (a) fails to unanimously recommend or withdraws, amends, modifies, qualifies, or changes in a manner adverse to Axcap, or publicly proposes to or publicly states that it intends to withdraw, amend, modify, qualify or change in a manner adverse to Axcap, its approval or recommendation of the Arrangement (including, for certainty, the recommendation that Taura Shareholders vote in favour of the Taura Arrangement Resolution) or the transactions contemplated hereby; (b) fails to approve or recommend or reaffirm its approval or recommendation of the Arrangement (including, for certainty, the recommendation that Taura Shareholders vote in favour of the Taura Arrangement Resolution, as applicable) within three (3) Business Days (and in any case prior to the Taura Meeting) after having been requested in writing by such other Party to do so; or (c) in the event of a publicly announced Acquisition Proposal, Taura fails to approve or recommend or reaffirm its approval or recommendation of the Arrangement (including, for certainty, the recommendation that Taura Shareholders vote in favour of the Taura Arrangement Resolution) within five (5) Business Days after any such announcement of an Acquisition Proposal (it being understood that the taking of a neutral position or no position with respect to an Acquisition Proposal beyond a period of five (5) Business Days after any such announcement of an Acquisition Proposal (or beyond the date which is one (1) day prior to the Taura Meeting, if sooner) shall be considered an adverse modification);

"Confidentiality Agreement" means the confidentiality agreement dated August 8, 2025, entered into by the Parties;

"Consideration" means the consideration to be received by Taura Shareholders from Axcap pursuant to the Plan of Arrangement in respect of each Taura Share that is issued and outstanding immediately prior to the Effective Time, comprising of two Axcap Shares for each Taura Share, subject to adjustment in accordance with Section 2.11 (including to give effect to the Axcap Consolidation in the event that the Axcap Consolidation is completed prior to the Effective Date);

"Contract" means any written contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership or other right or obligation to which a Party or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of their respective properties or assets is subject;

"Converse Project" means the advanced-stage Converse gold project, located in Nevada, United States, as further described in the Converse Technical Report;

"Converse Technical Report" means the technical report entitled "Amended and Restated NI 43-101 Technical Report and Mineral Resource Update, Converse Property, Humboldt Country, Nevada, USA" with an effective date of February 13, 2025, in respect of the Converse Project;

"Court" means the Supreme Court of British Columbia;

"CSE" means the Canadian Securities Exchange;

"Depositary" has the meaning ascribed thereto in the Plan of Arrangement;

"Dissent Rights" has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

"Dissenting Holder" has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

"Effective Date" has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

"Effective Time" has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

"Employee Plans" means, with respect to either Party, all benefit, bonus, incentive, pension, retirement, savings, stock purchase, profit sharing, stock option, restricted share, stock appreciation, phantom stock, life insurance, medical, health, welfare, hospital, dental, vision care, drug, sick leave, disability, and similar plans, programmes, arrangements or practices relating to any current or former director, officer or employee of that Party other than benefit plans established pursuant to statute;

"Environmental Laws" means Laws regulating or pertaining to the generation, discharge, emission or release into the environment (including without limitation ambient air, surface water, groundwater or land), spill, receiving, handling, use, storage, containment, treatment, transportation, shipment, disposition or remediation or clean-up of any Hazardous Substance, as such Laws are amended and in effect as of the date hereof;

"Final Order" means the order of the Court approving the Arrangement under Section 291 of the BCBCA, in form and substance acceptable to the Parties, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, and after being informed of the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the Axcap Shares issued pursuant to the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to the Parties, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

"Governmental Entity" means (i) any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency including any taxing authority under the authority of any of the foregoing, (ii) any self-regulatory organization or stock exchange, including the TSXV and the CSE, (iii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

"Government Official" means any person qualifying as a public official or public employee under the laws of any jurisdiction in which Axcap or Taura, as applicable, or any of Axcap's or Taura's subsidiaries conduct or intend to conduct business, including, but not limited to (a) a person holding an official position, such as an employee, officer or director, with any Governmental Entity or state-owned or controlled enterprise, (b) any individual "acting in an official capacity", such as a delegation of authority from a Governmental Entity to carry out official responsibilities, and (c) an official of a Public International Organization such as the United Nations, the World Bank, the International Monetary Fund, or regional development banks;

"Hazardous Substance" means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any applicable Environmental Law;

"IFRS" means International Financial Reporting Standards issued by the International Accounting Standards Board, as incorporated in the CPA Canada Handbook at the relevant time applied on a consistent basis;

"including" means including without limitation, and "include" and "includes" have a corresponding meaning;

"Indigenous Group" includes any native, indigenous or aboriginal or similarly status person, peoples or group, or any Person, peoples or group asserting or otherwise claiming a native, indigenous or aboriginal or treaty right or any other similarly based or derived right (including native, indigenous or aboriginal title) or any other native, indigenous, aboriginal or similar interest, and any person or group representing any of the foregoing;

"Interim Order" means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the Axcap Shares issued pursuant to the Arrangement, in form and substance acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the Taura Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties, each acting reasonably;

"Key Regulatory Approvals" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals of Governmental Entities, necessary or deemed advisable by the Parties, each acting reasonably, to proceed with the transactions contemplated by this Agreement and the Plan of Arrangement, including, but not limited to (i) in relation to Axcap, the approval of the CSE for the issuance and listing of the Axcap Shares to be issued pursuant to the Arrangement, subject only to the satisfaction of standard and customary conditions of the CSE, and (ii) in relation to Taura, the approval of the TSXV in respect of the Arrangement, subject only to the satisfaction of standard and customary conditions of the TSXV, and the grant of the Interim Order and the Final Order, as set out in Schedule E hereto for each of Axcap and Taura, respectively;

"Key Third Party Consents" means those consents, approvals and notices required from any third party under any Contracts or required to proceed with the transactions contemplated by this Agreement and the Plan of Arrangement, as set out in Schedule E hereto for each of Axcap and Taura, respectively;

"Law" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended;

"liability" of any Person means and includes: (a) any right against such Person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (b) any right against such Person to an equitable remedy for breach of performance, if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (c) any obligation of such Person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

"Lien" means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise) or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute;

"Material Adverse Effect" means, in respect of any Person, any fact or state of facts, change, effect, event or circumstance that is, or could reasonably be expected to be, either individually or in the aggregate, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, contingent, conditional or otherwise), capitalization, operations or results of operations of such Person and its subsidiaries, taken as a whole, other than any change, effect, event or circumstance relating to or affecting, as applicable (i) the Canadian economy, political conditions (including any acts of terrorism or the outbreak of war or escalation or worsening thereof), acts of God, natural disasters or securities markets in Canada or the United States in general; (ii) any change or developments affecting the global mining industry in general; (iii) any change in applicable Laws (other than orders, judgments or decrees against such Person or any of its subsidiaries) or IFRS; (iv)

a change in the market trading price or volume of that Person; or (v) any change resulting from the announcement of this Agreement, provided, however, that the effect referred to in clause (i), (ii), (iii) or (v) above does not disproportionately relate to (or have the effect of disproportionately relating to) such Person and its subsidiaries, taken as a whole, or disproportionately adversely affect such Person and its subsidiaries, taken as a whole, compared to other gold companies of similar size operating in Canada. References in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred;

"Material Contracts" means, in respect of a Party, any Contract that: (a) if terminated, breached or not renewed would or would reasonably be expected to have a Material Adverse Effect on such Party; (b) is a Contract that contains any non-competition, non-solicitation or similar obligation (other than ordinary course confidentiality agreements) that restricts in any way the business of such Party or any of its subsidiaries; (c) relates to the disposition or acquisition by such Party after the date of this Agreement of material assets or an ownership interest in a material business, or pursuant to which such Party has any material ownership or participation interest in any other Person or other business enterprise; (d) provides for obligations or entitlements or termination payments of such Party, or which has an economic value to such Party, whether or not on a contingent basis, in excess of either $100,000 per annum or $250,000 in total; (e) such Party has filed with the Securities Authorities as a material contract in accordance with applicable Securities Laws (other than ordinary course underwriting or agency agreements); (f) is a joint venture agreement, material royalty agreement, power supply agreement, water supply agreement, agreement with a Governmental Entity, (g) any other material agreement that requires the consent of a third party in order to effect the transactions contemplated by the Arrangement; or (h) in respect of Axcap, is set out in Section 1.1 of the Axcap Disclosure Letter;

"material fact" has the meaning ascribed thereto in the Securities Act;

"misrepresentation" has the meaning ascribed thereto in the Securities Act;

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

"Newton Project" means the Newton gold exploration project, located southwest of Williams Lake, British Columbia, Canada, as further described in the Newton Technical Report;

Redacted - Commercially Sensitive Information

"Newton Technical Report" means the technical report entitled "Technical Report on the Updated Mineral Resources Estimate for the Newton Property, Central British Columbia, Canada" with an effective date of December 1, 2024, in respect of the Newton Property;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

"NI 62-104" means National Instrument 62-104 – Take-Over Bids and Issuer Bids;

"ordinary course of business", "ordinary course of business consistent with past practice", or any similar reference, means, with respect to an action taken or to be taken by any Person, that such action (i) is required to be taken to comply with applicable Laws and/or (ii) is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day business and operations of such Person and, in any case, is not unreasonable or unusual in the circumstances of such case in the context of the provisions of this Agreement;

"QTCQB" means The OTCQB® Venture Marketplace operated by OTC Markets Group Inc.;

"Outside Date" means January 15, 2026 or such later date as may be agreed to in writing by the Parties;

"Parties" means, collectively, Axcap and Taura and "Party" means any one of them;

"Penalty" means any civil or criminal penalty (including any interest thereon), fine, levy, lien, assessment, charge, monetary sanction or payment, or any payment in the nature thereof, of any kind, required to be made to any Governmental Entity under any Law;

"Person" includes any individual, firm, partnership, limited partnership, limited liability partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, body corporate, corporation, company, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

"Person of Concern" means: (a) a Government Official; (b) a political party, an official of a political party (including any member of an advisory council or executive council or a political party), or a candidate for political office; (c) an immediate family member, such as a parent, spouse or sibling, or child of a person in category (a) or (b); or (d) an agent or intermediary of any person in the forgoing categories;

"Plan of Arrangement" means the plan of arrangement of Taura substantially in the form of Schedule A hereto, and any amendments or variations thereto made from time to time in accordance with this Arrangement Agreement, the Plan of Arrangement or upon the direction of the Court in the Interim Order or the Final Order with the consent of the Parties, each acting reasonably;

"Proceeding" means any court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation or inquiry before or by any Governmental Entity, or any claim, action, suit, demand, arbitration, charge, indictment, hearing, demand letter or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding;

"Proposed Agreement" has the meaning ascribed thereto in Section 7.3(a);

"Rattlesnake Project" means the Rattlesnake Hills gold project located in Wyoming, United States, as further described in the Rattlesnake Technical Report;

"Rattlesnake Technical Report" means the technical report entitled "Technical Report on the Rattlesnake Hills Project, Natrona County, Wyoming, USA" with an effective date of September 5, 2024 in respect of the Rattlesnake Project;

"Remedial Action" means any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean-up, remediation, closure, post-closure, site restoration, remedial response or remedial work, in each case in relation to environmental matters, but excluding, in the case of a Axcap or Taura, reclamation of the Axcap Material Properties or the Taura Material Properties, as applicable, as provided for in the Authorizations held by such Party and/or its subsidiaries;

"Representative" means, collectively, in respect of a Person, its subsidiaries and its affiliates and its and their officers, directors, employees, consultants, advisors, agents or other representatives (including financial, legal or other advisors);

"SEC" means the United States Securities and Exchange Commission;

"Securities Act" means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"Securities Authorities" means all applicable securities regulatory authorities, including the applicable securities commission or similar regulatory authorities in each of the provinces and territories of Canada, and the TSXV and the CSE;

"Securities Laws" means the Securities Act, the U.S. Securities Laws, together with all other applicable state, federal and provincial securities Laws, and the rules and regulations and published policies of the securities authorities thereunder, as now in effect and as they may be promulgated or amended from time to time, and includes the rules and policies of the TSXV and the CSE;

"SEDAR" means the System for Electronic Document Analysis Retrieval that was previously maintained by or on behalf of the Canadian Securities Administrators;

"SEDAR+" means the System for Electronic Document Analysis Retrieval + maintained by or on behalf of the Canadian Securities Administrators;

"subsidiary" has the meaning ascribed thereto in the Securities Act;

"Superior Proposal" means any bona fide Acquisition Proposal made in writing by a third party or third parties acting "jointly or in concert" (within the meaning of NI 62-104) with one another, who deal at arm's length to Taura after the date hereof that, in the good faith determination of the Taura Board after receipt of advice from its outside financial advisors and legal counsel: (i) is reasonably capable of being completed in accordance with its terms without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (ii) in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to be available; (iii) is not subject to a due diligence or access condition; (iv) did not result from a material breach of Article 7 by Taura or its Representatives; (v) in the case of a transaction that involves the acquisition of common shares of Taura, is made available to all Taura Shareholders on the same terms and conditions; (vi) in the event that Taura does not have the financial resources to pay the Termination Payment, the terms of such Acquisition Proposal provide that the person making such Superior Proposal shall advance or otherwise provide Taura the cash required for Taura to pay the Termination Payment, and such amount shall be advanced or provided on or before such Termination Payment becomes payable; (vii) the failure to recommend such Acquisition Proposal to the Taura Shareholders would be inconsistent with the fiduciary duties of the Taura Board; and (viii) taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), would result in a transaction more favourable to Taura Shareholders, taken as a whole, from a financial point of view, than the Arrangement (after taking into account any adjustment to the terms and conditions of the Arrangement proposed by Axcap pursuant to Section 7.3, where applicable);

"Superior Proposal Notice" has the meaning ascribed thereto in Subsection 7.3(a)(ii);

"Superior Proposal Notice Period" has the meaning ascribed thereto in Subsection 7.3(a)(iii);

"Taura Arrangement Resolution" means the special resolution of the Taura Shareholders approving the Plan of Arrangement to be considered at the Taura Meeting, substantially in the form of Schedule B hereto;

"Taura Board" means the board of directors of Taura, as constituted from time to time;

"Taura Circular" means the notice of the Taura Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, and information incorporated by reference therein, to be sent to the Taura Shareholders in connection with the Taura Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement;

10 -

"Taura Disclosure Documents" means all documents filed by or on behalf of Taura on SEDAR+ or its predecessor, SEDAR, since January 1, 2023 that are publicly available on SEDAR+ on the date hereof;

"Taura Disclosure Letter" means the disclosure letter executed by Taura and delivered to Axcap concurrently with the execution of this Agreement;

"Taura Material Property" means the Shabu River Project, located in the Red Lake District of Northwestern Ontario, Canada;

"Taura Meeting" means the special meeting of Taura Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution;

"Taura Properties" means the properties (including, without limitation, the Taura Material Property) and assets reflected in the balance sheet forming part of Taura's consolidated financial statements for the fourteen months ended December 31, 2024 and twelve months ended October 31, 2023;

"Taura Shareholder Approval" means the approval of the Taura Arrangement Resolution by (i) the favourable vote of not less than 66⅔% of the votes cast on such resolution by Taura Shareholders present in person or represented by proxy at the Taura Meeting, and (ii) if and to the extent required, the favourable vote of not less than a simple majority of the votes cast on the Taura Arrangement Resolution by Taura Shareholders present in person or represented by proxy at the Meeting, excluding for the purposes of this clause (c), votes attached to Taura Shares held by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;

"Taura Shareholders" means the holders of Taura Shares;

"Taura Shares" means common shares in the authorized share capital of Taura;

"Taura Sponsors" means, collectively, Oliver Lennox-King, John Dorward, Paul Criddle, Richard Colterjohn, and Vance Spalding, as well as certain other aligned investors identified by Taura;

"Taura Stock Option Plan" means the 10% "rolling" stock option plan of Taura adopted on December 21, 2021;

"Taura Supporting Shareholders" means, collectively, all of the senior officers and directors of Taura who own Taura Shares;

"Taura Voting Agreements" means the voting agreements (including all amendments thereto) between Axcap and the Taura Supporting Shareholders, setting forth the terms and conditions upon which they have agreed, among other things, to vote their Taura Shares in favour of the Taura Arrangement Resolution;

"Tax Act" means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"Tax Returns" means all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes;

11 -

added, ad valorem, sales, capital, transfer, franchise, non-resident withholding, customs, payroll, recapture, employment, excise and property duties and taxes, together with all interest, penalties, fines and additions imposed with respect to such amounts;

"Termination Payment" means an amount in cash or immediately available funds equal to 3% of the aggregate Consideration to be received by the Taura Shareholders pursuant to the Arrangement;

"Termination Payment Event" has the meaning ascribed thereto in Subsection 8.3(b);

"Transaction Personal Information" has the meaning ascribed thereto in Section 9.1;

"TSXV" means the TSX Venture Exchange;

"United States" or "U.S." means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

"U.S. Securities Laws" means the U.S. Securities Act, the U.S. Exchange Act, and any applicable U.S. state securities laws; and

"U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended.

1.2 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided:

(a) "this Agreement" means this Arrangement Agreement, including the recitals and Schedules hereto, and not any particular Article, Section, Subsection or other subdivision, recital or Schedule thereof, and includes any agreement, document or instrument entered into, made or delivered pursuant to the terms thereof, as the same may, from time to time, be supplemented or amended and in effect;

(b) the words "hereof", "herein", "hereto" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection, or other subdivision, recital or Appendix thereof;

(c) all references in this Agreement to a designated "Article", "Section", "Subsection" or other subdivision, recital or "Schedule" hereof are references to the designated Article, Section, Subsections or other subdivision, recital or Schedule to, this Agreement;

(d) the division of this Agreement into Articles, Sections, Subsections and other subdivisions, recitals or Schedules, the inclusion of a table of contents and the insertion of headings and captions are for convenience of reference only and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof;

(e) a reference to a statute in this Agreement includes all regulations, rules, policies or instruments made thereunder, all amendments to the statute, regulations, rules, policies or instruments in force from time to time, and any statutes, regulations, rules, policies or instruments that supplement or supersede such statute, regulations, rules, policies or instruments;

12 -

(f) the word “including” is not limiting, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto; and

(g) unless otherwise stated or the context otherwise requires, all references in this Agreement to Axcap Shares or the Consideration are on a non-consolidated basis, prior to the completion of the Axcap Consolidation.

1.3 Number, Gender and Persons

In this Agreement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of any gender shall include all genders and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4 Date for Any Action

If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

1.6 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement in respect of Axcap or Taura shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature in respect of Axcap or Taura required to be made shall be made in a manner consistent with IFRS consistently applied.

1.7 Knowledge

Where any representation or warranty is expressly qualified by reference to the knowledge of Axcap or Taura, as the case may be, it shall be deemed to refer to the actual knowledge, after making reasonable inquiries regarding the relevant matter, of:

(a) in respect of Taura, (i) John Dorward, Chief Executive Officer, and (ii) Joseph Meagher, Chief Financial Officer; and

(b) in respect of Axcap, (i) Tyron Breytenbach, Co-Founder and Director, (ii) Blake Mclaughlin, Chief Executive Officer, (iii) Kevin Ma, Chief Financial Officer, and (iv) Luis Zapata, President and Director,

in each case without personal liability.

1.8 Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part thereof:

Schedule A – Plan of Arrangement

Schedule B – Taura Arrangement Resolution

13 -

Schedule C – Representations and Warranties of Axcap
Schedule D – Representations and Warranties of Taura
Schedule E – Key Regulatory Approvals and Key Third Party Consents

ARTICLE 2

THE ARRANGEMENT

2.1 Arrangement

The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

2.2 Interim Order

As soon as reasonably practicable after the execution of this Agreement, but in any event prior to September 22, 2025, Taura shall apply to the Court apply to have the hearing for the Interim Order before the Court pursuant to Section 291 of the BCBCA, in a manner and form acceptable to Axcap, acting reasonably, and thereafter proceed with such application and diligently pursue obtaining the Interim Order, which shall provide, among other things:

(a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Taura Meeting and for the manner in which such notice is to be provided;

(b) the record date for the purposes of determining the Taura Shareholders entitled to receive notice of and vote at the Taura Meeting and that the record date will not change in respect of any adjourned or postponed Taura Meeting, unless required by Law;

(c) that, subject to the discretion of the Court, the Taura Meeting may be held as a virtual-only or hybrid meeting and that a Taura Shareholder who participates in the Taura Meeting by virtual means will be deemed to be present at the Taura Meeting;

(d) that the requisite approval for the Taura Arrangement Resolution shall be (i) at least 66⅔% of the votes cast on the Taura Arrangement Resolution by the Taura Shareholders present in person or by proxy and entitled to vote at the Taura Meeting, and (ii) if applicable, a simple majority of the votes cast on the Taura Arrangement Resolution by Taura Shareholders present in person or represented by proxy and entitled to vote at the Taura Meeting, excluding for the purposes of (ii) the votes in respect of Taura Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;

(e) that, in all other respects, the terms, conditions and restrictions of the constating documents of Taura, including quorum requirements and other matters, shall apply in respect of the Taura Meeting;

(f) for the grant of Dissent Rights in respect of the Taura Arrangement Resolution only to the Taura Shareholders who are registered Taura Shareholders;

(g) for the notice requirements to the Taura Shareholders with respect to the presentation of the application to the Court for the Final Order;

(h) that the Taura Meeting may be adjourned or postponed from time to time by Taura, subject to the terms of this Agreement, without the need for additional approval of the Court;

(i) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, with respect to the issuance and exchange of the Axcap Shares to be

14 -

issued pursuant to the Arrangement based on the Court's approval of the Arrangement and determination that the Arrangement is substantively and procedurally fair to such Taura Shareholders; and

(j) for such other matters as any Party (with the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed) may reasonably require.

2.3 Obligations of Taura

Subject to the terms of this Agreement:

(a) Taura agrees to convene and conduct the Taura Meeting for the purpose of obtaining approval of the Taura Arrangement Resolution in accordance with the Interim Order, its notice of articles and articles, and applicable Law as soon as reasonably practicable and in any event, on or before November 15, 2025.

(b) Taura shall not, except as required for quorum purposes, as required by Law, or otherwise as permitted under this Agreement, adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Taura Meeting without Axcap's prior written consent, such consent not to be unreasonably withheld or delayed, provided, however, that, if Taura provides Axcap with a Superior Proposal Notice on a date that is less than ten (10) days prior to the Taura Meeting, Taura may, and shall upon the request of Axcap, adjourn the Taura Meeting to a date that is not later than ten (10) days after the scheduled date of the Taura Meeting.

(c) As promptly as reasonably practicable following execution of this Agreement, but subject to Subsection 2.3(a), Taura shall (i) prepare the Taura Circular, together with any other documents required by applicable Laws in connection with the Taura Arrangement Resolution, which Taura Circular shall contain notice to the Taura Shareholders of their right to participate at the hearing of the Court with respect to the application and issuance of the Final Order, and (ii) cause the Taura Circular to be sent to Taura Shareholders and filed in all jurisdictions where the same is required to be filed in accordance with all applicable Laws and by the Interim Order. Taura shall ensure that the Taura Circular complies in all material respects with all applicable Laws and, without limiting the generality of the foregoing, that the Taura Circular contains sufficient notice and detail to permit the Taura Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Taura Meeting.

(d) Taura shall use commercially reasonable efforts to obtain any necessary consents from its auditor, technical consultants and any other of its advisors to the use of any financial, technical or other expert information required to be included or incorporated by reference in the Taura Circular and to the identification in the Taura of each such advisor. Taura shall take all reasonable steps to ensure that the Taura Circular does not contain any misrepresentation concerning Taura or its subsidiaries (Taura shall not be responsible to Axcap for any information relating to Axcap and its subsidiaries, including in relation to the Axcap Shares, which information shall be the responsibility of Axcap).

(e) Taura shall give Axcap and its legal counsel and financial advisors a reasonable opportunity to review and comment on the Taura Circular and all other related documents prior to such documents being printed, and reasonable consideration shall be given to any comments made by Axcap and its counsel or financial advisors, provided that all information relating solely to Axcap included in the Taura Circular, and any information describing the terms and conditions of this Agreement, the Voting Agreements and/or the Plan of Arrangement shall be in form and content satisfactory to Axcap, acting reasonably, before they are printed, or distributed to Taura Shareholders or filed with any Governmental Entity, subject to any disclosure obligations imposed on Taura by any Securities Authorities.

15 -

(f) Taura shall promptly notify Axcap if, at any time before the Effective Date, Taura becomes aware that the Taura Circular contains a misrepresentation, or otherwise requires an amendment or supplement, and the Parties shall co-operate in the preparation of any amendment or supplement to the Taura Circular as required or appropriate, and Taura shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Taura Circular to Taura Shareholders and, if required by applicable Laws, file the same with any Governmental Entity and as otherwise required.

(g) Taura shall disclose in the Taura Circular:

(i) that the Taura Board has received a fairness opinion from Evans & Evans to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Taura Shareholders under the Arrangement is fair, from a financial point of view, to the Taura Shareholders;

(ii) a summary of the general terms of the fairness opinion received from Evans & Evans and the full text of such fairness opinion (which shall be appended to the Taura Circular);

(iii) that the Taura Board has unanimously determined, after receiving financial and legal advice, that the Consideration to be received by Taura Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Taura Shareholders and that the Arrangement is in the best interests of Taura, and further, that the Taura Board recommends that the Taura Shareholders vote in favour of the Taura Arrangement Resolution; and

(iv) that each Taura Supporting Shareholder that has executed a Taura Voting Agreement intends to vote all of such Person's Taura Shares (including any Taura Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Taura Shares) in favour of the Taura Arrangement Resolution, subject to the other terms of this Agreement and the Taura Voting Agreements.

(h) Subject to Article 7, Taura shall solicit proxies from Taura Shareholders in favour of the Taura Arrangement Resolution and against any resolution submitted by any person that is inconsistent with, or which seeks (without Axcap's consent) to hinder or delay the Arrangement and the completion of the transactions contemplated hereby, including, (i) if agreed to by the Parties, use the services of dealers and proxy solicitation services, on terms and conditions satisfactory to each of the Parties, acting reasonably, and at a cost to be borne equally by the Parties, and (ii) permit Axcap to otherwise assist Taura in such solicitation, and take all other actions that are reasonably necessary or desirable to seek the approval of the Taura Arrangement Resolution.

(i) Taura will advise Axcap from time to time as Axcap may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Taura Meeting, as to the aggregate tally of the proxies received by Taura in respect of the Taura Arrangement Resolution.

(j) Taura will promptly advise Axcap of any written notice of dissent or purported exercise by any Taura Shareholder of Dissent Rights received by Taura, any withdrawal of Dissent Rights received by Taura, and any written communications sent by or on behalf of Taura to any Taura Shareholder exercising or purporting to exercise Dissent Rights.

(k) Taura shall keep Axcap informed of any material requests or comments made by any Securities Authorities to Taura in connection with the Taura Circular and promptly provide Axcap with copies of any correspondence received by Taura from, or sent by Taura to, any Securities Authorities in connection with the Taura Circular.

16 -

(I) Taura shall provide notice to Axcap of the Taura Meeting and allow Representatives of Axcap to attend the Taura Meeting.

2.4 Obligations of Axcap

Subject to the terms of this Agreement:

(a) Axcap agrees to convene and conduct an annual general and special meeting of the Axcap Shareholders for the purposes of obtaining any required shareholder approvals for implementing the board and management changes contemplated in Section 2.14, adopting a new omnibus equity incentive plan (to be in form and substance acceptable to Taura, acting reasonably), and attending to any routine and customary annual general business, which annual general and special meeting shall be held in accordance with Axcap's notice of articles and articles and applicable Law as soon as reasonably practicable and in any event, on or before November 15, 2025. Axcap shall not, except as required for quorum purposes, as required by Law, or otherwise as permitted under this Agreement, adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) such annual general and special meeting of Axcap Shareholders without Taura's prior written consent, such consent not to be unreasonably withheld or delayed.

(b) Axcap shall, in a timely manner, furnish Taura with all such information regarding Axcap and its subsidiaries as may reasonably be required to be included in the Taura Circular pursuant to applicable Laws and any other documents related thereto, and shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other of its advisors to the use of any financial, technical or other expert information required to be included in the Taura Circular and to the identification in the Taura Circular of each such advisor. Axcap shall take all reasonable steps to ensure that the Taura Circular does not contain any misrepresentation concerning Axcap (Axcap shall not be responsible to Taura for any information relating to Taura and its subsidiaries, including in relation to the Taura Shares, which information shall be the responsibility of Taura).

(c) Axcap shall promptly notify Taura if, at any time before the Effective Date, Axcap becomes aware that the Taura Circular contains a misrepresentation, or otherwise requires an amendment or supplement, and the Parties shall co-operate in the preparation, filing and dissemination of any required supplement or amendment to the Taura Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.

(d) Axcap shall keep Taura informed of any material requests or comments made by any Securities Authorities to Axcap in connection with the Taura Circular or the Taura Meeting and promptly provide Taura with copies of any correspondence received by Axcap from, or sent by Axcap to, any Securities Authorities in connection therewith.

2.5 Final Order

If the Interim Order is obtained, the Taura Arrangement Resolution is passed at the Taura Meeting as required by applicable Law, then, subject to the terms of this Agreement, Taura shall take all steps necessary or advisable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable and, in any event, no later than five (5) Business Days after the Taura Arrangement Resolution is passed at the Meeting, or within such other period as the Parties may agree in writing, acting reasonably, and after providing notice to the Taura Shareholders of their right to participate at such hearing of the Court with respect to the application and issuance of the Final Order.

17 -

2.6 Court Proceedings

Taura will provide Axcap and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Interim Order and the Final Order, and will make all such reasonable comments consistent with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, Taura will not file any material with the Court in connection with the Interim Order and the Final Order, or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Agreement, the Plan of Arrangement, or with Axcap's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein shall require Axcap to agree or consent to any increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Axcap's obligations set forth in any such filed or served materials or under this Agreement or the Plan of Arrangement. Taura shall also provide to Axcap and to Axcap's legal counsel on a timely basis copies of any response or other Court documents served on Taura in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Taura indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Taura will, subject to applicable Laws, ensure that all materials filed with the Court in connection with the Interim Order and the Final Order, are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Taura will not object to legal counsel to Axcap making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Taura is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Taura will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Taura is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Axcap.

2.7 The Arrangement and Effective Date

The Parties agree that the Arrangement will be implemented in accordance with, and subject to the terms and conditions contained in, this Agreement and the Plan of Arrangement. From and after the Effective Time, the steps to be carried out pursuant to the Arrangement shall become effective in accordance with the Plan of Arrangement. The Effective Date shall occur on the date upon which the Parties agree in writing as the Effective Date or, in the absence of such agreement, five (5) Business Days following the satisfaction or waiver (subject to Laws) of the last of the conditions set forth in Article 6 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver by the applicable Party or Parties in whose favour the condition is stipulated, of those conditions as of the Effective Date). The Arrangement shall be effective at the Effective Time on the Effective Date. From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by Law.

2.8 Payment of Consideration

Axcap shall, following receipt of the Final Order and prior to the Effective Time, deliver or cause to be delivered to the Depositary in escrow pending the Effective Time, sufficient Axcap Shares (and any irrevocable treasury directions addressed to Axcap's transfer agent as may be necessary) in order to satisfy the aggregate Consideration as provided in the Plan of Arrangement (other than with respect to Taura Shareholders exercising Dissent Rights).

2.9 Announcements and Consultations

The Parties shall consult with each other with respect to issuing any press release, preparing any presentations or otherwise making any public statement with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity with respect to this Agreement or the Arrangement, except as permitted by Article 7. Each Party shall use commercially reasonable efforts to enable the other

18 -

Party to review and comment on all such press releases, presentations, public statements and filings prior to the release or filing, respectively, thereof, and neither Party shall release, make or file any press release, presentation, public statements or filing without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), provided, however, that the obligations herein shall not prevent a Party from making such disclosure as is required by applicable Laws or the rules and policies of any applicable stock exchange, and the Party making such disclosure shall use all commercially reasonable efforts to enable the other Party to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. Reasonable consideration shall be given to any comments made by the other Party and its counsel.

2.10 Withholding Taxes

The Parties, the Depositary and any Person on their behalf shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Person hereunder and from all dividends, interest or other amounts payable to any Person (including, for greater certainty and as applicable, any Taura Shareholder, and any Dissenting Holder) such amounts as any of the Parties or the Depositary or any Person on their behalf may be required or permitted to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted and withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity. Any of the Parties or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any Axcap Shares deliverable to such Person as is necessary to provide sufficient funds to the Parties or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and the Parties or the Depositary, as applicable, shall notify such Person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate Governmental Entity and any portion of such net proceeds that is not required to be so remitted shall be paid to such Person immediately.

2.11 Adjustment to Consideration

(a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time:

(i) the issued and outstanding Axcap Shares shall have been changed into a different number of shares by reason of any split, consolidation (including, the Axcap Consolidation), stock dividend, reclassification, recapitalization or exchange of shares, or any similar event related to the issued and outstanding Axcap Shares; or

(ii) the issued and outstanding Taura Shares shall have been changed into a different number of shares by reason of any split, consolidation, stock dividend, reclassification, recapitalization or exchange of shares, or any similar event related to the issued and outstanding Taura Shares,

(iii) then the Consideration to be paid per Taura Share shall be appropriately adjusted to provide to the holders of Taura Shares the same economic effect as contemplated by this Agreement and the Arrangement prior to such action, and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Taura Share, subject to further adjustment in accordance with this Section 2.11.

2.12 List of Shareholders

(a) Subject to Section 9.1 and applicable Law, at the reasonable request of Axcap from time to time, Taura shall provide Axcap with a list (in both written and/or electronic form) of (i) the registered Taura Shareholders, together with their addresses and respective holdings of Taura Shares, and (ii) a list of non-objecting beneficial owners of Taura Shares, together with their addresses and

19 -

respective holdings of Taura Shares. Taura shall from time to time furnish Axcap with such additional information, including updated or additional lists of Taura Shareholders and other assistance as Axcap may reasonably request.

2.13 U.S. Securities Law Matters

The Parties agree that the Arrangement will be carried out with the intention that all Axcap Shares issued on completion of the Arrangement to Taura Shareholders will be issued and exchanged by Axcap in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder and in reliance upon available exemptions under applicable U.S. state securities laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;

(b) the Court will be advised as to the intention of the Parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act prior to the hearing required to issue the Interim Order;

(c) the Court will be required to satisfy itself as to the substantive and procedural fairness of the Arrangement to the Taura Shareholders;

(d) Taura will ensure that each Taura Shareholder entitled to receive Axcap Shares on completion of the Arrangement will be given adequate and timely notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(e) the Taura Shareholders entitled to receive Axcap Shares will be advised that the Axcap Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by Axcap in reliance on the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act;

(f) each Taura Shareholder will be advised that such Axcap Shares will be subject to certain restrictions on resale under the U.S. Securities Laws, including pursuant to Rule 144 under the U.S. Securities Act which may be applicable with respect to Axcap Shares issued to persons who are, or have been within 90 days, "affiliates" (as such term is defined under Rule 144 under the U.S. Securities Act) of Axcap, as well as to persons who are or have been "affiliates" of Axcap within 90 days prior to the Effective Date;

(g) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Taura Shareholders;

(h) the Interim Order approving the Taura Meeting will specify that each Taura will have the right to appear before the Court at the hearing of the Court, in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act, to give approval of the Arrangement so long as they enter an appearance within a reasonable time; and

(i) the Final Order shall include a statement to substantially the following effect:

"This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the issuance and exchange of securities of Axcap pursuant to the Plan of Arrangement."

20 -

2.14 Change of Board of Directors and Executive Officers

(a) With respect to the Axcap Board, Axcap shall take all necessary actions (including, obtaining any required approvals of Axcap Shareholders, where applicable) to ensure that:

(i) effective as of the Axcap Placement Closing Date, the Axcap Board will be reconstituted (such change, the “Axcap Board Change”) to consist of the following five (5) directors:

A. John Dorward and Oliver Lennox-King, each of whom is a nominee of Taura; and
B. Mario Vetro, Luis Zapata and Tyron Breytenbach, each of whom is currently a director of Axcap, and shall continue as a director and nominee of Axcap;

(ii) effective as of the Axcap Placement Closing Date, all members of the Axcap Board, other than those individuals specified in Section 2.14(a)(i), will tender their resignations, with effect as of the Axcap Placement Closing Date, and John Dorward and Oliver Lennox-King will be appointed to the Axcap Board as contemplated in Section 2.14(a)(i);

(iii) with effect as of the Effective Date, Luis Zapata shall tender his resignation as a director and be replaced by Richard Colterjohn, a nominee of Taura;

(iv) following the Effective Date, Paul Criddle and Robert Eckford, each of whom is a nominee of Taura, will be nominated for election as a director at the next meeting of Axcap Shareholders, who together with John Dorward, Oliver Lennox-King, Richard Colterjohn, Mario Vetro and Tyron Breytenbach shall constitute the Axcap Board following the Effective Date and the completion of the said meeting of Axcap Shareholders; and

(b) With respect to the management of Axcap, Axcap shall take all necessary actions to ensure that:

(i) effective as of the Axcap Placement Closing Date, the management of Axcap will be reconstituted (such change, the “Axcap Management Change”) to consist of the below-noted individuals holding the below-noted offices:

A. John Dorward - Chief Executive Officer and Executive Chairman;
B. Blake McLaughlin - Executive Vice President (Development);
C. Vince Spalding – Executive Vice President (Exploration); and
D. Zeenat Lokhandwala - Chief Financial Officer and Corporate Secretary,

and in this regard, Axcap shall ensure that all members of management holding the above-noted offices will tender their resignations, with effect as of the Axcap Placement Closing Date, in order to give effect to the Axcap Management Change, including:

A. Blake McLaughlin, who shall resign as Chief Executive Officer;
B. Luis Zapata, who shall resign as President; and
C. Kevin Ma, who shall resign as Chief Financial Officer; and

(ii) Following the Axcap Management Change, management contracts with the above noted new management appointees will be entered into, including initial security-based compensation grants with milestones for vesting (upon finalization of a Preliminary Economic Assessment and Pre-Feasibility Study for the Converse Project) (the “New

21 -

Management Contracts"), the key economic terms of which are set out in Appendix I attached to the Taura Disclosure Letter.

2.15 Share for Share Exchange

The Parties intend that the exchange of Taura Shares for Axcap Shares pursuant to the Plan of Arrangement shall be structured as a tax-deferred share-for-share exchange pursuant to subsection 85.1(1) of the Tax Act, subject to a Taura Shareholder's option to choose to recognize its capital gain (or capital loss) in the manner provided in subsection 85.1(1) of the Tax Act.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF AXCAP

3.1 Representations and Warranties of Axcap

Except to the extent qualified by the Axcap Disclosure Letter, Axcap represents and warrants to Taura as set forth in Schedule C and acknowledges and agrees that Taura is relying upon such representations and warranties in connection with the entering into of this Agreement. Any investigation by Taura or its Representatives shall not mitigate, diminish or affect the representations and warranties of Axcap pursuant to this Agreement.

3.2 Survival of Representations and Warranties

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Party. The representations and warranties of Axcap contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF TAURA

4.1 Representations and Warranties of Taura

Except to the extent qualified by the Taura Disclosure Letter, Taura represents and warrants to Axcap as set forth in Schedule D and acknowledges and agrees that Axcap is relying upon such representations and warranties in connection with the entering into of this Agreement. Any investigation by Axcap or its Representatives shall not mitigate, diminish or affect the representations and warranties of Taura pursuant to this Agreement.

4.2 Survival of Representations and Warranties

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Party. The representations and warranties of Taura contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5

COVENANTS

5.1 Covenants of Axcap Relating to the Arrangement

Axcap shall use commercially reasonable efforts to perform all obligations required to be performed by Axcap under this Agreement, co-operate with Taura in connection therewith, and do all such other acts and

22 -

things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Axcap shall:

(a) apply for and use its commercially reasonable efforts to obtain all Key Regulatory Approvals relating to Axcap that are required or deemed by Axcap or Taura to be advisable and, in doing so, keep Taura reasonably informed as to the status of the proceedings related to obtaining the Key Regulatory Approvals, including providing Taura with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to Taura's outside counsel on an "external counsel" basis), in order for Taura to provide its comments thereon, which shall be given due and reasonable consideration;

(b) use its commercially reasonable efforts to provide such information to Taura, as may be deemed necessary or desirable by Taura, acting reasonably, in connection with any Key Regulatory Approvals to be obtained by Taura;

(c) use its commercially reasonable efforts to obtain, as soon as practicable following execution of this Agreement, all Key Third Party Consents to be obtained by Axcap;

(d) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against Axcap challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

(e) not take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Axcap to consummate the Arrangement or the other transactions contemplated by this Agreement;

(f) provide such assistance as may reasonably requested by Taura for the purposes of completing the Taura Meeting;

(g) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement;

(h) subject to the terms and conditions of this Agreement, the Plan of Arrangement and applicable Laws, issue the aggregate Consideration pursuant to the Arrangement;

(i) carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act;

(j) until the earlier of the Effective Time and termination of this Agreement, subject to applicable Law and provided that doing so would not cause undue disruption to the business of Axcap, make available and cause to be made available to Taura and its Representatives, information reasonably requested by Taura for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of Axcap and Taura following the Effective Date; and

(k) cause the Axcap Shares issued to Taura Shareholders pursuant to the Arrangement to be listed and posted for trading on the CSE following the closing of the Arrangement.

5.2 Covenants of Axcap Relating to the Conduct of Business

Axcap covenants and agrees that, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) if Taura otherwise consents in writing, which consent will not be unreasonably withheld, conditioned or delayed, (ii) as expressly permitted or specifically contemplated by this Agreement (including, for certainty, the Axcap Placement and the New Management

23 -

Contracts), (iii) as set out in the Axcap Disclosure Letter, or (iv) as is otherwise required by applicable Law, it shall:

(a) conduct its business and affairs and maintain its assets and not take any action except, such actions that are necessary to (i) preserve intact its present business practices, organization, and assets, and maintain its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, (ii) keep available the services of its directors, officers and senior employees, and (iii) preserve the current material business relationships; provided however, that in each case, to the extent any of the foregoing results in additional costs or expenses that have not been disclosed in writing to Taura on or prior to the date hereof, Axcap shall consult with Taura reasonably in advance of taking any such action;

(b) (i) immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion, negotiation or other activities whenever commenced with any parties with respect to any inquiry, proposal or offer that constitutes, or reasonably could be expected to lead to, an Acquisition Proposal, whether or not initiated by Axcap, and Axcap shall discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information or any data room, virtual or otherwise). In connection therewith, Axcap shall, and shall direct and cause its Representatives, and its subsidiaries and their Representatives, to as soon as possible following the date hereof, request (i) the return of information regarding Axcap and its respective subsidiaries previously provided to such third parties, including through any data room (virtual or otherwise), and (ii) the destruction of all materials including or incorporating any confidential information regarding Axcap and its respective subsidiaries. Axcap agrees not to release any third party from any confidentiality, non-disturbance, non-solicitation, standstill or similar agreement or terminate, modify, amend or waive the terms thereof (it being understood and agreed that the automatic termination of a standstill provision due to the announcement of the Arrangement or the entry into this Agreement shall not be a violation of this provision) and Axcap undertakes to enforce all confidentiality, non-disturbance, non-solicitation, standstill or similar covenants that it, or any of its subsidiaries, have entered into prior to the date hereof, except to allow a Person to confidentially propose an Acquisition Proposal to Axcap;

(c) duly and timely file all Tax Returns required to be filed by it or any subsidiaries on or after the date hereof and all such Tax Returns will be true, complete and correct in all respects;

(d) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it or any subsidiaries to the extent due and payable;

(e) not:

(i) other than as set forth in the termination agreement and release with each of Kevin Ma, Mario Vetro, Luis Zapata and Tyron Breytenbach dated September 8, 2025, issue, sell, pledge, lease, dispose of or encumber, or agree to issue, sell, pledge, lease, dispose of or encumber, any Axcap Shares or any securities convertible into Axcap Shares (other than in connection with the exercise or settlement, in accordance with their respective terms, of outstanding convertible securities of Axcap), or amend, extend or terminate, or agree to amend, extend or terminate, any of the terms of, or agreements governing, any of the outstanding convertible securities of Axcap;

(ii) amend, vary or modify its stock option plan, equity incentive plan of other security-based compensation plan, as the case may be, or any of its convertible securities;

(iii) amend or propose to amend its notice of articles, articles or other constating documents;

24 -

(iv) split, consolidate or reclassify, or propose to split, consolidate or reclassify, any of the Axcap Shares or undertake or propose to undertake any other capital reorganization or change in Axcap Shares, any other of its securities or its share capital;

(v) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of Axcap;

(vi) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Axcap;

(vii) sell, pledge, lease, dispose of or encumber any assets, rights or properties;

(viii) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form, or agree to incorporate or form, any company, partnership or other business organization, or make or agree to make any investment, either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other person, company, partnership or other business organization;

(ix) pursue any corporate acquisition, merger or make any other material change to its business or affairs;

(x) enter into or complete any transaction not in the ordinary course of business consistent with past practice;

(xi) subject to applicable Law, fail to notify Taura immediately orally and then promptly in writing, of any material change (within the meaning of the Securities Act (British Columbia)) in relation to Axcap and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(xii) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship;

(xiii) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation, or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligation of any other Person, or make any loans, capital contribution, investments or advances;

(xiv) pay, discharge or satisfy any material claims, liabilities or obligations, other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in Axcap's most recent publicly filed financial statements, as required by Laws, incurred in the ordinary course of business consistent with past practice or of fees, expenses and other charges of the Axcap Board, advisors and service providers which are or become payable in connection with the Arrangement;

(xv) engage in any transaction with any related parties, other than in the ordinary course of business consistent with past practice;

(xvi) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing Axcap Material Contract, material Authorization or other material document, without first advising Taura and obtaining Taura's consent and direction, acting reasonably, as to any action to be taken in that regard, and forthwith taking any action directed by Taura, acting reasonably, other than in the ordinary course of business;

25 -

(xvii) enter into or modify (including, without limitation, renew) any employment, marketing services, investor relations, consulting, severance, or similar agreements, or any arrangements with, or grant any bonuses, salary or fee increases, severance or termination pay to, any officers or directors or, in the case of employees or consultants who are not officers or directors, take any action with respect to the grant of any bonuses, salary or fee increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date of this Agreement;

(xviii) enter into or adopt any shareholder rights plan or similar agreement or arrangement that would impede or limit, in any manner, the consummation of the Arrangement;

(xix) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities;

(xx) commence, settle or assign any rights relating to or any interest in any litigation, proceeding, claim, action, assessment or investigation that is material to Axcap and involving Axcap or its material assets without the prior written consent of Taura;

(xxi) fail to duly and timely file all material forms, reports, schedules, statements and other documents required to be filed pursuant to any applicable Laws;

(xxii) make any changes to existing accounting policies or internal controls other than as required by applicable Law or by IFRS;

(xxiii) except as required by Law, change any method of reporting income, deductions or Tax accounting, make or change any material Tax election, file any materially amended Tax Returns, settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, agree to an extension or waiver of the limitation period with respect to the assessment, reassessment, or determination of Taxes or surrender any right to claim a material Tax refund;

(xxiv) take any action that could reasonably be expected to interfere with, or be inconsistent with, the completion of the Arrangement or the transactions contemplated in this Agreement or which would render, or which may reasonably be expected to render, untrue or inaccurate (without giving effect to, applying or taking into consideration any materiality or Material Adverse Effect qualification already contained within such representation or warranty) in any material respect any of the representations and warranties of Axcap set forth in this Agreement;

(xxv) knowingly, or to the knowledge of any director, officer, agent, employee, affiliate, consultant, or representative of Axcap: (i) offer, promise, pay, authorize or take up any act in furtherance of any offer, promise, payment or authorization or payment of anything of value, directly or indirectly, to any Governmental Entity or Person of Concern for the purpose of securing discretionary action or inaction or a decision of a Governmental Entity, influence over discretionary action of a Governmental Entity, or any improper advantage; or (ii) take any action which is otherwise inconsistent with or prohibited by the substantive prohibitions or requirements of the Corruption of Foreign Public Officials Act (Canada), the United Kingdom Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, or similar applications Laws of any other jurisdiction prohibiting corruption, bribery, money laundering, in connection with any of their business; or

26 -

(xxvi) announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the things prohibited by any of the foregoing subsections;

(f) use commercially reasonable efforts to cause its current insurance (or re-insurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(g) promptly notify Taura in writing of any circumstances or development that, to the knowledge of Axcap, is or could reasonably be expected to constitute a Material Adverse Effect in respect of Axcap; and

(h) not authorize or propose, or enter into or modify any Axcap Material Contract, or material agreement, commitment or arrangement, to do any of the matters prohibited by the other Subsections of this Section 5.2.

5.3 Covenants of Taura Relating to the Arrangement

Taura shall use commercially reasonable efforts to perform all obligations required to be performed by Taura under this Agreement, co-operate with Axcap in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Taura shall:

(a) apply for and use its commercially reasonable efforts to obtain all Key Regulatory Approvals relating to Taura, that are required or deemed by Axcap or Taura to be advisable and, in doing so, keep Axcap reasonably informed as to the status of the proceedings related to obtaining the Key Regulatory Approvals, including providing Axcap with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to Axcap's outside counsel on an "external counsel" basis), in order for Axcap to provide its comments thereon, which shall be given due and reasonable consideration;

(b) use its commercially reasonable efforts to provide such information to Axcap, as may be deemed necessary or desirable by Axcap, acting reasonably, in connection with any Key Regulatory Approvals to be obtained by Axcap;

(c) use its commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement, all Key Third Party Consents to be obtained by Taura;

(d) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against Taura challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

(e) not take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Taura to consummate the Arrangement or the other transactions contemplated by this Agreement;

(f) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement, take all steps as set forth in the Interim Order, and carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act; and

27 -

(g) until the earlier of the Effective Time and termination of this Agreement, subject to applicable Law and provided that doing so would not cause undue disruption to the business of Taura, make available and cause to be made available to Axcap and its Representatives, information reasonably requested by Axcap for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of Axcap and Taura following the Effective Date.

5.4 Covenants of Taura Relating to the Conduct of Business

Taura covenants and agrees that, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) if Axcap otherwise consents in writing, which consent will not be unreasonably withheld, conditioned or delayed, (ii) as expressly permitted or specifically contemplated by this Agreement, (iii) as set out in the Taura Disclosure Letter, or (iv) as is otherwise required by applicable Law, it shall:

(a) conduct its business and affairs and maintain its assets and not take any action except, in the usual, ordinary and regular course of business consistent with past practice and in compliance with applicable Laws;

(b) use commercially reasonable efforts to (i) preserve intact its present business organization, assets (including intellectual property) and goodwill, (ii) maintain its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, (iii) keep available the services of its directors, officers and senior employees, and (iii) preserve the current material business relationships, in each case, except in accordance with the usual, ordinary course of business consistent with past practices;

(c) duly and timely file all Tax Returns required to be filed by it or any subsidiaries on or after the date hereof and all such Tax Returns will be true, complete and correct in all respects;

(d) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it or any subsidiaries to the extent due and payable;

(e) not:

(i) issue, sell, pledge, lease, dispose of or encumber, or agree to issue, sell, pledge, lease, dispose of or encumber, any Taura Shares or any securities convertible into Taura Shares (other than in connection with the exercise, in accordance with their respective terms, of any outstanding convertible securities of Taura) or except as provided for in this Agreement, amend, extend or terminate, or agree to amend, extend or terminate, any of the terms of, or agreements governing, any of the outstanding convertible securities of Taura;

(ii) amend, vary or modify its stock option plan, equity incentive plan of other security-based compensation plan, as the case may be, or any of its convertible securities;

(iii) amend or propose to amend its notice of articles, articles or other constating documents;

(iv) split, consolidate or reclassify, or propose to split, consolidate or reclassify, any of the Taura Shares or undertake or propose to undertake any other capital reorganization or change in Taura Shares, any other of its securities or its share capital;

(v) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of Taura;

(vi) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Taura;

28 -

(vii) sell, pledge, lease, dispose of or encumber any assets, rights or properties, except in the ordinary course of business consistent with past practice;

(viii) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form, or agree to incorporate or form, any company, partnership or other business organization or make or agree to make any investment, either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other person, company, partnership or other business organization;

(ix) pursue any corporate acquisition, merger or make any other material change to its business or affairs;

(x) enter into or complete any transaction not in the ordinary course of business consistent with past practice;

(xi) subject to applicable Law, fail to notify Axcap immediately orally and then promptly in writing, of any material change (within the meaning of the Securities Act (British Columbia)) in relation to Taura and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(xii) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship;

(xiv) pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in Taura's most recent publicly filed financial statements, as required by Laws, incurred in the ordinary course of business consistent with past practice or of fees, expenses and other charges of the Taura Board advisors and service providers which are or become payable in connection with the Arrangement;

(xv) engage in any transaction with any related parties other than in the ordinary course of business consistent with past practice;

(xvi) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing Taura Material Contract, material Authorization or other material document, without first advising Axcap and obtaining Axcap's consent and direction, acting reasonably, as to any action to be taken in that regard, and forthwith taking any action directed by Axcap, acting reasonably, other than in the ordinary course of business;

(xvii) enter into or modify any employment, consulting, severance, or similar agreements or arrangements with, or grant any bonuses, salary or fee increases, severance or termination pay to, any officers or directors or, in the case of employees or consultants who are not officers or directors, take any action with respect to the grant of any bonuses, salary or fee increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date of this Agreement;

29 -

(xviii) enter into or adopt any shareholder rights plan or similar agreement or arrangement that would impede, limit, or delay, in any manner, the consummation of the Arrangement;

(xx) commence, settle or assign any rights relating to or any interest in any litigation, proceeding, claim, action, assessment or investigation that is material to Taura and involving Taura or its material assets without the prior written consent of Axcap;

(xxi) fail to duly and timely file all material forms, reports, schedules, statements and other documents required to be filed pursuant to any applicable Laws;

(xxii) make any changes to existing accounting policies or internal controls other than as required by applicable Law or by IFRS;

(xxv) knowingly, or to the knowledge of any director, officer, agent, employee, affiliate, consultant, or representative of Taura: (i) offer, promise, pay, authorize or take up any act in furtherance of any offer, promise, payment or authorization or payment of anything of value, directly or indirectly, to any Governmental Entity or Person of Concern for the purpose of securing discretionary action or inaction or a decision of a Governmental Entity, influence over discretionary action of a Governmental Entity, or any improper advantage; or (ii) take any action which is otherwise inconsistent with or prohibited by the substantive prohibitions or requirements of the Corruption of Foreign Public Officials Act (Canada), the United Kingdom Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, or similar applications Laws of any other jurisdiction prohibiting corruption, bribery, money laundering, in connection with any of their business; or

(xxvi) announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the things prohibited by any of the foregoing subsections;

30 -

the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(g) promptly notify Axcap in writing of any circumstances or development that, to the knowledge of Taura, is or could reasonably be expected to constitute a Material Adverse Effect in respect of Taura; and

(h) not authorize or propose, or enter into or modify any Taura Material Contract, or material agreement, commitment or arrangement, to do any of the matters prohibited by the other Subsections of this Section 5.4.

5.5 Additional Agreements Regarding Specified Matters

(a) In addition to any other covenants in this Agreement, the Parties covenant and agree as follows:

(i) the Parties shall negotiate in good faith to finalize, as soon as reasonably practicable and in any event prior to the Axcap Placement Closing Date, all termination and other payments and benefits payable or owing to each member of management of Axcap resigning pursuant to Section 2.14(b)(i);

(ii) Axcap shall, in consultation with Taura, use commercially reasonable efforts to enter into a binding agreement to complete [redacted] on or prior to the Axcap Placement Closing Date. The terms and conditions of [redacted] shall be set out in one or more agreements to be entered into by Axcap following the date hereof, all of which shall be in form and substance acceptable to Taura, acting reasonably;

(iii) Axcap shall, in consultation with Taura, use commercially reasonable efforts to complete the Axcap Placement on or prior to the Axcap Placement Closing Date, and shall apply the proceeds therefrom to timely pay and satisfy the milestone payment due on September 30, 2025 to Waterton Nevada Splitter LLC in respect of the Converse Project. The Parties agree and acknowledge that the Axcap Sponsors and the Taura Sponsors shall participate in the Axcap Placement and that (A) the Axcap Sponsors shall, directly or indirectly, subscribe for not less than $2,000,000 in Axcap Shares, and (B) the Taura Sponsors shall, directly or indirectly, subscribe for not less than $3,000,000 in Axcap Shares;

(iv) Axcap shall, in consultation with Taura, use commercially reasonable efforts to terminate the agreements set forth in Section 5.5(a)(iv) of the Axcap Disclosure Letter, with effect immediately prior to the Axcap Placement Closing Date. Furthermore, Axcap agrees that it shall not utilize the Axcap ATM Program following the date hereof, without the prior written consent of Taura;

(v) Axcap shall, in consultation with Taura, use commercially reasonable efforts to complete the Axcap Name Change and the Axcap Consolidation, in each case prior to the Effective Date; and

(vi) Axcap shall, in consultation with Taura, take all necessary actions to pay and settle all liabilities of Axcap set forth in Section 5.5(a)(vi) of the Axcap Disclosure Letter in Axcap Shares, in the manner described therein.

Redacted - Commercially Sensitive Information

31 -

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent

The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual written consent of the Parties:

(a) the Taura Arrangement Resolution shall have been approved and adopted at the Taura Meeting in accordance with the Interim Order;

(b) each of the Interim Order and the Final Order shall have been obtained on terms consistent with this Agreement and satisfactory to the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Axcap or Taura, acting reasonably, on appeal or otherwise;

(c) there shall have been no action taken under any applicable Law or by any Governmental Entity which make it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement;

(d) the Key Regulatory Approvals shall have been obtained;

(e) Axcap shall have completed the Axcap Placement on or prior to the Axcap Placement Closing Date, and shall have applied the proceeds therefrom to timely pay and satisfy the milestone payment due on September 30, 2025 to Waterton Nevada Splitter LLC in respect of the Converse Project;

(f) the Axcap Sponsors and the Taura Sponsors shall have participated in the Axcap Placement and shall have subscribed for the minimum amounts contemplated in Section 5.5(a)(iii);

(g) the Axcap Shares to be exchanged and issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof based on the Court's approval of the Arrangement and compliance with the requirements set forth in Section 2.13; provided however, that Taura shall not be entitled to rely on the provisions of this Subsection 6.1(g) in failing to complete the transactions contemplated by this Agreement in the event that Taura fails to advise the Court prior to the hearing in respect of the Interim Order, as required by the terms of the foregoing exemptions, that Axcap will rely on the foregoing exemption based on the Court's approval of the Arrangement; and

(h) this Agreement shall not have been terminated in accordance with its terms.

6.2 Additional Conditions Precedent in Favour of Taura

The obligation of Taura to complete the Arrangement is subject to the fulfillment of each of the following additional conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Taura and may be waived by Taura):

(a) all covenants of Axcap under this Agreement to be performed on or before the Effective Time which have not been waived by Taura shall have been duly performed by Axcap in all material respects and Taura shall have received a certificate of Axcap addressed to Taura and dated the Effective Date, signed on behalf of Axcap by two of its senior executive officers (on Axcap's behalf and without personal liability), confirming the same as of the Effective Date;

32 -

(b) the representations and warranties of Axcap set forth in this Agreement shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect in respect of Axcap; and Taura shall have received a certificate of Axcap addressed to Taura and dated the Effective Date, signed on behalf of Axcap by two senior executive officers or directors of Axcap (on Axcap's behalf and without personal liability), confirming the same as at the Effective Time;

(d) there shall not have occurred a Material Adverse Effect in respect of Axcap that has not been publicly disclosed by Axcap prior to the date hereof or disclosed to Taura in writing prior to the date hereof, and since the date of this Agreement there shall not have occurred a Material Adverse Effect in respect of Axcap.

The foregoing conditions will be for the sole benefit of Taura and may be waived by it in whole or in part at any time.

6.3 Additional Conditions Precedent in Favour of Axcap

The obligation of Axcap to complete the Arrangement is subject to the fulfillment of each of the following additional conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Axcap and may be waived by Axcap):

(a) all covenants of Taura under this Agreement to be performed on or before the Effective Time which have not been waived by Axcap shall have been duly performed by Taura in all material respects and Axcap shall have received a certificate of Taura addressed to Axcap and dated the Effective Date, signed on behalf of Taura by two of its senior executive officers (on Taura's behalf and without personal liability), confirming the same as of the Effective Date;

(b) the representations and warranties of Taura set forth in this Agreement shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect in respect of Taura; and Axcap shall have received a certificate of Taura addressed to Axcap and dated the Effective Date, signed on behalf of Taura by two senior executive officers of Taura (on Taura's behalf and without personal liability), confirming the same as at the Effective Time;

(c) there shall not have occurred a Material Adverse Effect in respect of Taura that has not been publicly disclosed by Taura prior to the date hereof or disclosed to Axcap in writing prior to the date hereof, and since the date of this Agreement there shall not have occurred a Material Adverse Effect in respect of Taura;

(d) there shall be no suit, action or proceeding by any Governmental Entity or any other Person that has resulted in an imposition of material limitations on the ability of Axcap to acquire or hold, or exercise full rights of ownership of, any Taura Shares; and

(e) holders of no more than five percent (5%) of the Taura Shares shall have exercised Dissent Rights.

33 -

The foregoing conditions will be for the sole benefit of Axcap and may be waived by it in whole or in part at any time.

6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

ARTICLE 7 ADDITIONAL COVENANTS

7.1 Covenant Regarding Non-Solicitation

Taura shall, and shall direct and cause its respective Representatives, and its subsidiaries and their Representatives, to (i) immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion, negotiation or other activities whenever commenced with any parties with respect to any inquiry, proposal or offer that constitutes, or reasonably could be expected to lead to, an Acquisition Proposal, whether or not initiated by Taura, and Taura shall discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information or any data room, virtual or otherwise). In connection therewith, Taura shall, and shall direct and cause its respective Representatives, and its subsidiaries and their Representatives, to as soon as possible following the date hereof, request (i) the return of information regarding Taura and its respective subsidiaries previously provided to such third parties, including through any data room (virtual or otherwise), and (ii) the destruction of all materials including or incorporating any confidential information regarding Taura and its respective subsidiaries. Taura agrees not to release any third party from any confidentiality, non-disturbance, non-solicitation, standstill or similar agreement or terminate, modify, amend or waive the terms thereof (it being understood and agreed that the automatic termination of a standstill provision due to the announcement of the Arrangement or the entry into this Agreement shall not be a violation of this Section 7.1) and Taura undertakes to enforce all confidentiality, non-disturbance, non-solicitation, standstill or similar covenants that it, or any of its subsidiaries, have entered into prior to the date hereof, except to allow a Person to confidentially propose an Acquisition Proposal to Taura.

7.2 Covenant Regarding Acquisition Proposal

(a) Unless expressly permitted in this Article 7, Taura agrees that it shall not, and shall not authorize or permit any of its Representatives, directly or indirectly, to:

(i) make, solicit, initiate, encourage, or otherwise facilitate, (including by way of furnishing information, permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding) any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal;

(ii) participate in any discussions or negotiations with any Person regarding an Acquisition Proposal, provided however, that Taura may communicate and participate in discussions with a third party for the purpose of (A) clarifying the terms of any proposal in order to determine if it may reasonably be expected to result in a Superior Proposal, and (B) advising such third party that an Acquisition Proposal does not constitute a Superior Proposal and cannot reasonably be expected to result in a Superior Proposal;

(iii) agree to, endorse, approve, recommend or remain neutral with respect to any, Acquisition Proposal or potential Acquisition Proposal, it being understood that publicly taking no position or a neutral position with respect to any Acquisition Proposal for a period of no more than five (5) Business Days after such Acquisition Proposal has been publicly announced shall not be deemed to be a violation of this Section 7.2(a)(iii), provided that

34 -

the Taura Board has rejected such Acquisition Proposal and affirmed their recommendation of the Arrangement prior to the end of such five (5) Business Day period;

(iv) make a Change in Recommendation; or

(v) accept or enter into, or publicly propose to accept or enter into any arrangement, letter of intent, memorandum of understanding, agreement in principle or agreement related to any Acquisition Proposal.

(b) Notwithstanding any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the approval of the Taura Shareholders at the Taura Meeting, Taura receives a request for material non-public information, or to enter into discussions, from a Person that proposes to Taura an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Article 7 and that the Taura Board determines in good faith after consultation with its financial advisors and outside legal counsel may reasonably be expected to lead to a Superior Proposal, then Taura may: (i) provide the Person making such Acquisition Proposal with access to material non-public information regarding Taura and its subsidiaries; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that (A) such Person shall have entered into a confidentiality and standstill agreement containing Acceptable Standstill Provisions, and Taura shall have provided a copy of such confidentiality and standstill agreement promptly upon execution to Axcap, and (B) Taura shall have provided to Axcap a list of, and access to, the information made or to be made available to such Person. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Taura and may not restrict Taura or any of its subsidiaries from complying with Article 7.

(c) Taura shall promptly (and in any event within 24 hours) notify Axcap, at first orally and then in writing, of any proposals, offers or written inquiries relating to or constituting an Acquisition Proposal or any request for non-public information relating to Taura or any of its subsidiaries. Such notice shall include a description of the terms and conditions of any proposal, inquiry or offer, the identity of the Person making such proposal, inquiry or offer and provide such other details of the proposal, inquiry or offer as Axcap may reasonably request. Taura shall keep Axcap fully informed on a prompt basis of the status, including any change to the material terms, of any such proposal, inquiry or offer.

(d) Taura shall ensure that its officers, directors and employees and any financial advisors or other advisors or Representatives retained by it are aware of the provisions of this Article 7, and it shall be responsible for any breach of this Article 7 by such officers, directors, financial advisors or other advisors or Representatives. Any violation of this Article 7 by Taura's Representatives shall be deemed to be a breach of this Article 7 by Taura.

7.3 Taura's Right to Accept a Superior Proposal

(a) If Taura has complied with Section 7.2 of this Agreement with respect thereto, Taura may accept, approve or enter into any agreement, understanding or arrangement (a "Proposed Agreement") in respect of a Superior Proposal (other than a confidentiality agreement, the execution of which shall not be subject to the conditions of this Section 7.3) received prior to the date of the approval of the Arrangement and the transactions contemplated by this Agreement by the Taura Shareholders and terminate this Agreement if, and only if:

(i) the Taura Board determines, in good faith, after consultation with its legal and financial advisors, that the Acquisition Proposal constitutes a Superior Proposal;

35 -

(ii) Taura has provided Axcap with notice (the “Superior Proposal Notice”) in writing, that there is a Superior Proposal, together with all documentation relating to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, such documents to be provided to Axcap not less than five (5) Business Days prior to the proposed acceptance, approval or execution of the Proposed Agreement by Taura;

(iii) five (5) Business Days (the “Superior Proposal Notice Period”) shall have elapsed from the date Axcap received written a Superior Proposal Notice and, if Axcap has proposed to amend the terms of the Arrangement in accordance with Section 7.3(c), the Taura Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by Axcap;

(iv) Taura concurrently terminates this Agreement pursuant to Section 8.2(a)(iv)B; and

(v) Taura has previously paid, or concurrently pays the Termination Payment to Axcap in accordance with Section 8.3.

(b) Where at any time within ten (10) days before the Taura Meeting, Taura has provided Axcap with a Superior Proposal Notice, and the Superior Proposal Notice Period has not elapsed, then, subject to applicable Laws, Taura may, or at Axcap’s request will, postpone or adjourn the Taura Meeting to a date which shall not be later than ten (10) Days after the scheduled date of the Taura Meeting, and shall, in the event that the Parties amend the terms of this Agreement pursuant to Section 7.3(c), ensure that the details of such amended Agreement are communicated to the Taura Shareholders prior to the resumption of the adjourned or postponed meeting.

(c) During the Superior Proposal Notice Period, Axcap will have the right, but not the obligation, to offer to amend this Agreement and the Plan of Arrangement. The Taura Board shall review any such offer by Axcap to amend this Agreement and the Plan of Arrangement in good faith in order to determine whether the Acquisition Proposal to which Axcap is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by Axcap to be amended. If the Taura Board determines that the Acquisition Proposal no longer constitutes a Superior Proposal, the Taura Board will cause Taura to enter into an amendment to this Agreement with Axcap incorporating the amendments to the Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect.

(d) Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under Section 7.3(a)(iii) and will initiate an additional five (5) Business Day notice period.

(e) Nothing in this Agreement shall prohibit the Taura Board from responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal that it determines is not a Superior Proposal, provided that Taura shall provide Axcap and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable amendments as requested by Axcap and its counsel. In addition, nothing in this Agreement shall prohibit the Taura Board from making a Change in Recommendation as a result of Axcap having suffered a Material Adverse Effect.

7.4 Access to Information; Confidentiality; Transition

From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Law and the terms of any existing Contracts: (a) each of Axcap and Taura shall, and shall cause their subsidiaries and their respective Representatives, as the case

36 -

may be, to afford to the other Party and to Representatives of the other Party full access during normal business hours upon reasonable notice, to all properties, information and records relating to the other Party, including but not limited to, all related facilities, buildings, equipment, assets, intellectual property, customers, maps and diagrams, books, contracts, financial statements, forecasts, financial projections, studies, records, operating Authorizations and any other documentation (whether in writing or stored in computerized, electronic, disk, tape, microfilm or any other form) or materials of any nature whatsoever; (b) each of Axcap and Taura shall promptly notify the other Party of any significant developments or material changes relating to its business, operations, assets or prospects, promptly after becoming aware of any such development or change, and (c) each of Axcap and Taura shall, and shall cause their subsidiaries and their respective Representatives, as the case may be, to work cooperatively and in good faith to ensure an orderly transition following the Effective Time, including with respect to transitional planning, transitional services, and the retention of personnel (and any related arrangements thereto). Axcap and Taura acknowledge and agree that all information furnished pursuant to this Section 7.4 shall be subject to the terms and conditions of the Confidentiality Agreement.

7.5 Insurance and Indemnification

(a) Prior to the Effective Date, Taura shall purchase customary "tail" policies of directors' and officers' liability insurance protection no less favourable in the aggregate to the protection provided by the policies maintained by Taura which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, in each case for a claims reporting or discovery period of up to six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time, and Axcap will cause Taura to maintain such tail policies in effect without any reduction in scope or coverage.

(b) Axcap agrees that it shall honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of Taura and acknowledges that such rights shall survive the completion of the Arrangement.

(c) The provisions of this Section 7.5 are intended for the benefit of, and shall be enforceable by, each insured or indemnified person, his or her heirs, executors, administrators and other legal representatives and, for such purpose, Axcap and/or Taura, as applicable (and including any surviving corporation or entity), hereby confirms that it is acting as agent and trustee on their behalf. Furthermore, this Section 7.5 shall survive the termination of this Agreement as a result of the occurrence of the Effective Time.

7.6 Notice and Cure Provisions

(a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of a Party which are expressly permitted or required by this Agreement); or

(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to the Effective Time.

(b) Axcap may not exercise its right to terminate this Agreement pursuant to Section 8.2(a)(iii)B and Taura may not exercise its right to terminate this Agreement pursuant to Section 8.2(a)(iv)A unless

37 -

the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of fifteen (15) Business Days from such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such cure period. For greater certainty, in the event that such matter is cured within the time period referred to herein without a Material Adverse Effect in respect of the Party receiving the written notice of breach, this Agreement may not be terminated as a result of the cured breach.

ARTICLE 8

TERM, TERMINATION, AMENDMENT AND WAIVER

8.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

8.2 Termination

(a) This Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding the Taura Shareholder Approval having been obtained or the approval of the Arrangement by the Court):

(i) by mutual written agreement of Axcap and Taura;

(ii) by either Axcap or Taura, if:

A. the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Subsection 8.2(a)(ii)A shall not be available to any Party whose failure to fulfil any of its obligations or breach any of its covenants, representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;

B. after the date hereof, any Governmental Entity shall have issued an order, decree or ruling or there shall be enacted or made any applicable Law that makes consummation of the Arrangement illegal or otherwise prohibited or otherwise restrains, enjoins or prohibits Axcap or Taura from consummating the Arrangement (unless such order, decree, ruling or applicable Law has been withdrawn, reversed or otherwise made inapplicable) and such order, decree, ruling or applicable Law or enjoinment shall have become final and non-appealable; or

C. the Taura Shareholder Approval shall not have been obtained at the Taura Meeting in accordance with applicable Laws and the Interim Order.

(iii) by Axcap, if:

A. prior to the Effective Time, (1) the Taura Board shall have made a Change in Recommendation, or (2) Taura shall have accepted or entered into or publicly proposes to accept or enter into (other than a confidentiality and standstill agreement permitted by Section 7.2) a legally binding written agreement,

38 -

arrangement or understanding with respect to an Acquisition Proposal, or (3) Taura breaches Sections 7.1, 7.2 or 7.3 in any material respect; or

B. prior to the Effective Time, subject to Section 7.6(b), including the cure period set forth therein, a representation or warranty of Taura contained in this Agreement (without regard to any materiality or Material Adverse Effect qualifications contained in them) shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date, other than those representations and warranties given as of a specified date which shall be true as of such date), or a material failure to perform any covenant or agreement on the part of Taura set forth in this Agreement (other than as set forth in Sections 7.1 and 7.2) shall have occurred, in each case that would cause one or more conditions set forth in Sections 6.1 or 6.2 not to be satisfied and such conditions are incapable of being satisfied by the Outside Date; provided that, Axcap is not then in breach of this Agreement so as to cause any of the conditions set forth in Sections 6.1 or 6.3 not to be satisfied.

(iv) by Taura, if

A. prior to the Effective Time, subject to Section 7.6(b), including the cure period set forth therein, a representation or warranty of Axcap contained in this Agreement (without regard to any materiality or Material Adverse Effect qualifications contained in them) shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date, other than those representations and warranties given as of a specified date which shall be true as of such date), or a material failure to perform any covenant or agreement on the part of Axcap set forth in this Agreement (other than as set forth in Sections 7.1 and 7.2) shall have occurred, in each case that would cause one or more conditions set forth in Sections 6.1 or 6.3 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date; provided that Taura is not then in breach of this Agreement so as to cause any of the conditions set forth in Sections 6.1 or 6.2 not to be satisfied; or

B. at any time prior to receipt of the Taura Shareholder Approval, Taura wishes to enter into a legally binding written agreement with respect to a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2), subject to compliance with Section 7.3 and provided, however, that no termination under this Subsection 8.2(a)(iv)B shall be effective unless and until Taura shall have paid, or caused to be paid, the Termination Payment.

(b) The Party desiring to terminate this Agreement pursuant to this Section 8.2 (other than pursuant to Subsection 8.2(a)(i)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

(c) If this Agreement is terminated pursuant to this Subsection 8.2, this Agreement shall become void and be of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or Representative of such Party) to any other Party hereto, except that the provisions of Section 7.4, this Section 8.2(c) and Sections 8.3, 9.1, 9.2, 9.3, 9.4, 9.6, 9.7 and 9.8 and all related definitions set forth in Section 1.1 and the provisions of the Confidentiality Agreement (including any standstill provisions contained therein) shall survive any termination hereof pursuant to Subsection 8.2(a) in accordance with their respective terms thereof, and provided further, that no Party shall be relieved of any liability for any wilful breach by it of this Agreement.

39 -

8.3 Termination Payment

(a) Except as otherwise provided herein, the Parties agree that all costs and expenses of the Parties relating to the Arrangement and the transactions contemplated in this Agreement, including legal fees, accounting fees, financial advisory fees, strategic advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the Party incurring such expenses. Each Party represents to the other that, with the exception of (a) the respective legal advisors, strategic advisors and financial advisors and their affiliates, the fees and expenses of which shall be the responsibility of the relevant Party, and (b) the reasonable and customary fees payable to the Axcap Board and Taura Board, respectively, for any meetings held by them in connection with the consideration of the Arrangement and the transactions contemplated herein or fees payable to the members of any independent committee of a board of a Party formed for the purpose of considering the Arrangement and the transactions contemplated herein, no securityholder, director, officer, employee, consultant, broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission, or to the reimbursement of any of its expenses, in connection with the Arrangement or the transactions contemplated herein, except pursuant to existing consulting and service arrangements that were not entered into in contemplation of the Arrangements or the transactions contemplated herein.

(b) The Termination Payment shall be payable by Taura to Axcap in the event that this Agreement is terminated in the following circumstances (each being a “Termination Payment Event”):

(i) (X) by Axcap pursuant to Subsection 8.2(a)(iii)A (but not including a termination by Axcap pursuant to Subsection 8.2(a)(iii)A in circumstances where the Change in Recommendation by Taura resulted from the occurrence of a Material Adverse Effect in respect of Axcap), or (Y) by Taura pursuant to Subsection 8.2(a)(iv)B;

(ii) by either party pursuant to Subsection 8.2(a)(ii)C, but only if prior to the Taura Meeting, a bona fide Acquisition Proposal, or the intention to make a bona fide Acquisition Proposal with respect to Taura, has been publicly announced and not withdrawn and within 12 months of the date of such termination:

A. such Acquisition Proposal is consummated by Taura; or
B. Taura enters into a definitive agreement in respect of, or the Taura Board approves or recommends, such Acquisition Proposal and that transaction is consummated at any time thereafter;

provided that, for the purposes of this Section 8.3(b)(i), all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”.

(c) If a Termination Payment Event occurs, Taura shall pay the Termination Payment to Axcap as liquidated damages in consideration of Axcap's rights under this Agreement by wire transfer of immediately available funds as follows:

(i) if the Termination Payment is payable pursuant to Subsection 8.3(b)(i)(X), the Termination Payment shall be payable within three (3) Business Days of such Termination Payment Event;

(ii) if the Termination Payment is payable pursuant to Subsection 8.3(b)(i)(Y), the Termination Payment shall be payable prior to or simultaneously with such termination; and

(iii) if the Termination Payment is payable pursuant to Subsection 8.3(b)(i), the Termination Payment shall be payable concurrently upon the earlier of the events referred to in that clause.

40 -

(d) Each of the Parties hereby acknowledges that the Termination Payment represents a payment of liquidated damages which is a genuine pre-estimate of the damages which Axcap will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and the transactions contemplated by this Agreement (including, but not limited to, out-of-pocket expenditures, opportunity costs and reputational damage) and is not a penalty. Axcap hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt by Axcap of the Termination Payment, Axcap shall have no further claim against Taura at Law or in equity or otherwise (including injunctive relief to restrain any breach or threatened breach by Axcap of any of its obligations hereunder or otherwise to obtain specific performance). For the avoidance of doubt, in no event shall Taura be obligated to pay a Termination Payment on more than one occasion.

8.4 Amendment

Subject to the provisions of the Interim Order and Final Order, the Plan of Arrangement and applicable Laws, this Agreement and the Plan of Arrangement may, at any time and from time to time prior to the Effective Time, be amended only by mutual written agreement of the Parties, without further notice to or Authorization on the part of the Axcap Shareholders or Taura Shareholders, and any such amendment may without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and

(d) waive compliance with or modify any mutual conditions precedent herein contained,

provided, however, that no such amendment may reduce or change the form of the Consideration to be received by the Taura Shareholders under the Arrangement without their approval at the Taura Meeting or, following the Taura Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

8.5 Waiver

Any Party may (a) extend the time for the performance of any of the obligations or acts of the other Party, (b) waive compliance, except as provided herein, with any of the other Party's agreements or the fulfilment of any conditions to its own obligations contained herein, or (c) waive inaccuracies in any of the other Party's representations or warranties contained herein or in any document delivered by the other Party, in each case only to the extent such obligations, agreements and conditions are intended for its benefit. No extension or waiver shall be valid unless set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived and shall not extent to any other matter or occurrence. No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

41 -

ARTICLE 9

GENERAL PROVISIONS AND MISCELLANEOUS

9.1 Privacy

Each Party shall comply with applicable privacy Laws in the course of collecting, using and disclosing personal information about identifiable individuals in connection with the transactions contemplated hereby (the "Transaction Personal Information"). Neither Party shall disclose Transaction Personal Information originally collected by the other Party to any Person other than to its advisors who are evaluating and advising on the transactions contemplated by this Agreement. If Axcap completes the transactions contemplated by this Agreement, Axcap shall not, following the Effective Date, without the consent of the individuals to whom such Transaction Personal Information relates or as permitted or required by applicable Law, use or disclose Transaction Personal Information originally collected by Taura:

(a) for purposes other than those for which such Transaction Personal Information was collected by Taura prior to the Effective Date; and
(b) which does not relate directly to the carrying on of the business of Taura or to the carrying out of the purposes for which the transactions contemplated by this Agreement were implemented.

The Parties shall protect and safeguard the Transaction Personal Information against unauthorized collection, use or disclosure. Axcap shall cause its advisors to observe the terms of this Section 9.1 and to protect and safeguard all Transaction Personal Information in their possession. If this Agreement shall be terminated, each Party shall promptly deliver to the other Party all Transaction Personal Information originally collected by such other Party in its possession or in the possession of any of its advisors, including all copies, reproductions, summaries or extracts thereof, except, unless prohibited by applicable Law, for electronic backup copies made automatically in accordance with the usual backup procedures of the Party returning such Transaction Personal Information.

9.2 Notices

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given and received on the day it is delivered, provided, however, that it is delivered on a Business Day prior to 4:30 p.m. (Vancouver time) in the place of delivery or receipt. However, if notice is delivered after 4:30 p.m. (Vancouver time) or if such day is not a Business Day, then the notice shall be deemed to have been given and received on the next Business Day. Notice shall be sufficiently given if delivered (either in Person, by courier service or other personal method of delivery), or if transmitted by email to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

(a) if to Taura:

Taura Gold Inc.
Suite 1615 - 200 Burrard Street
Vancouver, BC V6C 3L6

Attention: John Dorward, Chief Executive Officer
E-mail:

with a copy (which shall not constitute notice) to:

Cassels Brock & Blackwell LLP
Suite 3200, Bay Adelaide Centre – North Tower
40 Temperance Street
Toronto, ON M5H 0B4 Canada

Redacted - Confidential Information

42 -

Attention: Jay Goldman and Alex Pizale
Email: [REDACTED] and [REDACTED]

(b) if to Axcap:

Axcap Ventures Inc.
Suite 488 - 1090 West Georgia Street
Vancouver, BC V6E 3V7

Attention: Blake Mclaughlin, Chief Executive Officer
Email: [REDACTED]

Redacted - Confidential Information

with a copy (that shall not constitute notice) to:

McMillan LLP
Suite 1500 - 1055 West Georgia Street
Vancouver, BC V6E 4N7

Attention: Desmond Balakrishnan
Email: [REDACTED]

9.3 Governing Law

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein, without giving effect to any principles of conflict of Laws thereof which would result in the application of the Laws of any other jurisdiction. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and the Arrangement.

9.4 Injunctive Relief

Subject to Section 8.3, the Parties acknowledge and agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law. Subject to Section 8.3, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties.

9.5 Time of Essence

Time shall be of the essence in this Agreement.

9.6 Entire Agreement, Binding Effect and Assignment

This Agreement (including the exhibits and schedules hereto and the Axcap Disclosure Letter and the Taura Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. This Agreement shall enure to the benefit of and be binding upon the Parties and their respective

43 -

successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Parties.

9.7 No Liability

No director or officer of Axcap shall have any personal liability whatsoever to Taura under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of Axcap. No director or officer of Taura shall have any personal liability whatsoever to Axcap under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of Taura.

9.8 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

9.9 Counterparts, Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement among the Parties.

[Remainder of page left intentionally blank. Signature page follows.]

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement as of the date first written above by their respective officers thereunto duly authorized.

TAURA GOLD INC.

Per: (signed) "John Dorward"
Name: John Dorward
Title: Authorized Signatory

AXCAP VENTURES INC.

Per: (signed) "Blake Mclaughlin"
Name: Blake Mclaughlin
Title: Authorized Signatory

SCHEDULE A

FORM OF PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT
UNDER DIVISION 5 OF PART 9 OF
THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1
INTERPRETATION

Section 1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

"Arrangement" means the arrangement under Division 5 of Part 9 of the BCBCA, on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement, or made at the direction of the Court in the Final Order, with the prior written consent of the Parties, each acting reasonably;

"Arrangement Agreement" means the arrangement agreement made as of September [8], 2025 between the Company and Axcap, including the schedules thereto, as the same may be, amended, supplemented, restated or otherwise modified from time to time in accordance with its terms;

"Arrangement Resolution" means the special resolution of the Company Shareholders approving the Arrangement to be considered at the Company Meeting, to be substantially in the form set forth in Schedule B to the Arrangement Agreement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Interim Order with the consent of the Parties, each acting reasonably;

"Axcap" means Axcap Ventures Inc., a corporation existing under the BCBCA;

"Axcap Consolidation" means the consolidation of the Axcap Shares on the basis of one (1) post-consolidation Axcap Share for every ten (10) pre-consolidation Axcap Shares;

"Axcap Shares" means the common shares in the capital of Axcap;

"BCBCA" means the Business Corporations Act (British Columbia);

"Company" means Taura Gold Inc., a corporation existing under the BCBCA;

"Company Meeting" means the special meeting of Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution;

"Company Shareholder" means a holder of one or more Company Shares;

"Company Shares" means the common shares in the capital of the Company;

A-2

"Consideration" means the consideration to be received by Company Shareholders pursuant to the Arrangement in consideration for their Company Shares, comprising of two (2) Axcap Shares for each Company Share, subject to adjustment in accordance with Section 2.11 of the Arrangement Agreement (including to give effect to the Axcap Consolidation in the event that the Axcap Consolidation is completed prior to the Effective Date);

"Court" means the Supreme Court of British Columbia;

"CSE" means the Canadian Securities Exchange;

"Depositary" means Endeavor Trust Corporation or any other trust company, bank or other financial institution agreed to in writing by each of the Parties for the purpose of, among other things, exchanging certificates representing Company Shares for the Consideration in connection with the Arrangement;

"Dissent Rights" has the meaning ascribed thereto in Section 4.1;

"Dissenting Holder" means a registered Company Shareholder as of the record date for the Company Meeting who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

"Dissenting Shares" means the Company Shares held by Dissenting Holders in respect of which such Dissenting Holders have given Notice of Dissent;

"Effective Date" means the date upon which the Arrangement becomes effective, as set out in Section 2.7 of the Arrangement Agreement;

"Effective Time" means 12:01 a.m. (Vancouver time) or such other time on the Effective Date as the Parties may agree upon in writing before the Effective Date;

"Former Shareholders" means the Company Shareholders immediately prior to the Effective Time;

"holder", when used with reference to any securities of the Company, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of the Company in respect of such securities;

A-3

"Interim Order" means the interim order of the Court pursuant to Section 291 of the BCBCA, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the Axcap Shares issued pursuant to the Arrangement, in form and substance acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties, each acting reasonably;

"Law" means, with respect to any Person and unless otherwise specified, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended;

"Letter of Transmittal" means the letter of transmittal sent to the Company Shareholders for use in connection with the Arrangement;

"Liens" means any pledge, claim, lien, charge, option, hypothec, mortgage, security interest, restriction, adverse right, prior assignment, lease, sublease, royalty, levy, right to possession or any other encumbrance, easement, license, right of first refusal, covenant, voting trust or agreement, transfer restriction under any shareholder or similar agreement, right or restriction of any kind or nature whatsoever, whether contingent or absolute, direct or indirect, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

"Notice of Dissent" means a notice of dissent duly and validly given by a registered Company Shareholder exercising Dissent Rights, as contemplated in the Interim Order and as described in Article 4;

"Parties" means, collectively, Axcap and the Company, and "Party" means any one of them;

"Plan of Arrangement" means this plan of arrangement, as amended or varied from time to time in accordance with the Arrangement Agreement, Article 6 or upon the direction of the Court in the Interim Order or the Final Order with the consent of the Parties, each acting reasonably;

"Tax Act" means the Income Tax Act (Canada);

"Taxes" means any and all domestic and foreign federal, state, provincial, territorial, municipal and local taxes, assessments and other charges, duties and impositions imposed by any Governmental Entity, including without limitation pension plan contributions, tax instalment payments, employment insurance contributions, workers' compensation and deductions at source, including taxes based on or measured by gross receipts, income, profits, sales, capital, use, and occupation, and including goods and services, value added, ad valorem, sales, capital, transfer, franchise, non-resident withholding, customs, payroll, recapture, employment, excise and property duties and taxes, together with all interest, penalties, fines and additions imposed with respect to such amounts;

"TSXV" means the TSX Venture Exchange;

"United States" or "U.S." means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended; and

A-4

"U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA, unless the context otherwise requires.

Section 1.2 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof. Unless otherwise indicated, all references to an "Article", "Section" or "paragraph" followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement.

Section 1.3 Number

In this Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa.

Section 1.4 Date of Any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Section 1.5 Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any letter of transmittal contemplated herein are local time (Vancouver, British Columbia) unless otherwise stipulated herein or therein.

Section 1.6 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

Section 1.7 Statutes

Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

ARTICLE 2 EFFECT OF THE ARRANGEMENT

Section 2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

A-5

Section 2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective, and be binding upon Axcap, the Company, the Company Shareholders (including Dissenting Holders), the register and transfer agent of the Company, the Depositary and all other Persons, at and after, the Effective Time without any further act or formality required on the part of any Person.

ARTICLE 3 ARRANGEMENT

Section 3.1 The Arrangement

Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following sequence, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time, without any further authorization, act or formality of or by the Company, Axcap or any other Person:

(a) each Company Share held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred, without any further act or formality to the Company, and:

(i) such Dissenting Holders shall cease to be the holders of such Company Share and to have any rights as holders of such Company Share, other than the right to be paid fair value by the Company (to the extent available with Company funds not directly or indirectly provided by Axcap and its affiliates) for such Company Share as set out in Section 4.1;

(ii) such Dissenting Holders' names shall be removed as the holders of such Company Share from the register of Company Shares maintained by or on behalf of the Company; and

(iii) the Company shall be deemed to be the transferee of such Company Share, free and clear of all Liens, and shall be entered in the register of Company Shares maintained by or on behalf of the Company, and such Dissenting Shares shall be cancelled and returned to treasury of the Company; and

(b) each outstanding Company Share (other than any Company Shares held by any Dissenting Holders and Axcap) will, without further act or formality by or on behalf of any Company Shareholder, be irrevocably assigned and transferred by the holder thereof to Axcap (free and clear of all Liens) in exchange for the Consideration, and

(i) the holders of such Company Shares shall cease to be the holders thereof and to have any rights as holders of such Company Shares, other than the right to receive the Consideration from Axcap in accordance with this Plan of Arrangement;

(ii) such holders' names shall be removed from the register of the Company Shares maintained by or on behalf of the Company;

(iii) Axcap shall be deemed to be the transferee and the legal and beneficial holder of such Company Shares (free and clear of all Liens) and shall be entered as the registered holder of such Company Shares in the register of the Company Shares maintained by or on behalf of the Company; and

(iv) Axcap shall cause to be issued and delivered the Consideration issuable and deliverable to such Company Shareholder (other than Company Shares held by any Dissenting Holders and Axcap) and such Company Shareholder's name shall

A-6

be added to the applicable register of holders of Axcap Shares maintained by or on behalf of Axcap in respect of such Axcap Shares.

Section 3.2 Post Effective Time Procedures

(1) Following the receipt of the Final Order and prior to the Effective Date, Axcap shall deliver or arrange to be delivered to the Depositary, Axcap Shares required to be issued to Former Shareholders (other than with respect to Company Shares held by any Dissenting Holders and Axcap), in accordance with the provisions of Section 3.1(b) hereof, which Axcap Shares shall be held by the Depositary as agent and nominee for such Former Shareholders for distribution to such Former Shareholders (or, for greater certainty, to give effect to any withholding or remittance obligations in respect of taxes pursuant to Section 5.3 hereof) in accordance with the provisions of Article 5 hereof.

(2) Subject to the provisions of Article 5 hereof, and upon return of a properly completed Letter of Transmittal by a registered Former Shareholder together with certificates representing Company Shares (or, if such Company Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Company Shares on a book-entry account statement, it being understood that any reference herein to "certificates" shall be deemed to include references to book-entry account statements relating to the ownership of Company Shares) and such other documents as the Depositary may require, Former Shareholders shall be entitled to receive delivery of the certificates representing Axcap Shares to which they are entitled pursuant to Section 3.1 hereof.

Section 3.3 No Fractional Shares

In no event shall any holder of Company Shares be entitled to a fractional Axcap Share. Where the aggregate number of Axcap Shares to be issued to a Person as consideration under, or as a result of, this Arrangement would result in a fraction of a Axcap Share being issuable, the number of Axcap Shares to be received by such securityholder shall be rounded down to the nearest whole Axcap Share and no Person will be entitled to any compensation in respect of a fractional Axcap Share.

Section 3.4 U.S. Securities Act Exemption

Notwithstanding any provision herein to the contrary, the Parties agree that this Plan of Arrangement will be carried out with the intention that and they will use their commercially reasonable best efforts to ensure that, all Axcap Shares issued under the Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and in reliance on exemptions from the registration requirements of applicable securities laws of any state of the United States, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

ARTICLE 4 DISSENT RIGHTS

Section 4.1 Rights of Dissent

Registered Company Shareholders as of the record date for the Company Meeting may exercise dissent rights with respect to the Company Shares held by such holders ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Sections 242 to 247 of the BCBCA, as modified by the Interim Order and this Section 4.1, provided that the written notice setting forth the objection of such registered Company Shareholder to the Arrangement Resolution and exercise of Dissent Rights must be received by the Company no later than 5:00 p.m. (Vancouver time) on the Business Day that is two (2) Business Days before the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the

A-7

Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Company free and clear of all Liens, as provided in Section 3.1(a), and if they:

(a) ultimately are entitled to be paid fair value for such Company Shares: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such Company Shares by the Company (to the extent available with Company funds not directly or indirectly provided by Axcap and its affiliates), which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or

(b) ultimately are not entitled, for any reason, to be paid fair value for such Company Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares.

Section 4.2 Recognition of Dissenting Holders

(a) In no circumstances shall any of the Parties or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.

(b) For greater certainty, in no case shall any of the Parties or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(a), and the names of such Dissenting Holders shall be removed from the registers of holders of the Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(a) occurs.

ARTICLE 5 CERTIFICATES AND PAYMENTS

Section 5.1 Payment of Consideration

(1) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Former Shareholders represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, a certificate representing Axcap Shares that such holder is entitled to receive in accordance with Section 3.1 hereof, less any amounts withheld, if any, pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled.

(2) Until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender a certificate representing Axcap Shares that the holder of such certificate is entitled to receive in accordance with Section 3.1 hereof, less any amounts withheld, if any, pursuant to Section 5.3. Any such certificate formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Company

A-8

Shares of any kind or nature against or in the Company or Axcap. On such date, all certificates representing the Company Shares shall be deemed to have been surrendered to the Company and consideration to which such former holder was entitled, together with any entitlements to dividends, distributions and interest thereon, shall be deemed to have been surrendered to the Company or any successor thereof for no consideration.

(3) Following the Effective Time, no holder of Company Shares shall be entitled to receive any consideration or entitlement with respect to such Company Shares, other than any consideration or entitlement to which such holder is entitled to receive in accordance with Section 3.1 and this Section 5.1 and the other terms of this Plan of Arrangement, in each case subject to Section 5.3 hereof, and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.

(4) Neither the Company nor Axcap, nor any of their respective successors, will be liable to any Person in respect of any Consideration (including any consideration previously held by the Depositary in trust for any such Former Company Shareholder) which is forfeited to the Company or Axcap or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

Section 5.2 Loss of Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Company Shares which were exchanged or transferred in accordance with Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Company Shares, the Depositary will deliver to such Person or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, a certificate representing Axcap Shares which the former holder of such Company Shares is entitled to receive pursuant to Section 3.1 hereof in accordance with such holder's Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Company Shares will, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Company, Axcap and the Depositary (each acting reasonably) in such sum as Axcap and the Depositary may direct or otherwise indemnify the Company and Axcap in a manner satisfactory to the Company and Axcap against any claim that may be made against the Company or Axcap with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.3 Withholding Rights

The Company, Axcap, the Depositary and their respective agents, as applicable, shall be entitled to deduct or withhold from any consideration or amount otherwise payable or deliverable to any Company Shareholder or any other securityholder of the Company under this Plan of Arrangement or the Arrangement Agreement (including any payment to Dissenting Holders) such Taxes or amounts as the Company, Axcap, the Depositary and their respective agents, as the case may be, is required to deduct or withhold with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any federal, provincial, territorial, state, local or foreign Tax Law. For the purposes hereof and of the Arrangement Agreement, all such deducted or withheld amounts shall be treated as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of the Company, Axcap, the Depositary or their respective agents, as the case may be. Each of the Company, Axcap, the Depositary and their respective agents, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such Person in respect of which a deduction or withholding was made, such portion of any Axcap Shares or other security deliverable to such Person pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, Axcap, the Depositary or their respective agents, as the case may be, to enable it to comply with such deduction or withholding requirement, and the Company, Axcap, the Depositary or their respective agents shall notify such Person and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such Person.

A-9

Section 5.4 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 5.5 Paramountcy

From and after the Effective Time (a) this Plan of Arrangement shall take precedence and priority over any and all Company Shares issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Company Shareholders, the holders of any convertible securities of the Company, the Company, Axcap, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares and any other convertible securities of the Company shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 6 AMENDMENTS

Section 6.1 Amendments to Plan of Arrangement

(1) The Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to Company Shareholders if and as required by the Court.

(2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by any Party at any time prior to the Company Meeting (provided that the other Party shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.

(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Axcap, provided that (a) it concerns a matter which, in the reasonable opinion of Axcap, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest of any Former Shareholder or any holder of other any convertible securities of the Company.

(5) If, prior to the Effective Date, any term or provision of this Plan of Arrangement is held by the Court to be invalid, void or unenforceable, the Court, at the written request of the Parties, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Plan of Arrangement shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation.

A-10

(6) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 7

FURTHER ASSURANCES

Section 7.1 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and Axcap will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

SCHEDULE B

TAURA ARRANGEMENT RESOLUTION

The text of the Taura Arrangement Resolution which the Taura Shareholders will be asked to pass at the Taura Meeting is as follows:

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(1) The arrangement (as it may be modified or amended, the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving the Taura Gold Inc. (the “Company”), its shareholders and Axcap Ventures Inc., all as more particularly described and set forth in the plan of arrangement (as it may be modified or amended, the “Plan of Arrangement”) attached as Appendix [●] to the management information circular of the Company dated [●], 2025 (the “Circular”), is hereby authorized, approved and agreed to.

(2) The arrangement agreement dated September 8, 2025 among the Company and Axcap Ventures Inc., as it may be amended from time to time (the “Arrangement Agreement”), the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder, are hereby confirmed, ratified, authorized and approved.

(3) The Company be and is hereby authorized to apply for a final order from the Supreme Court of British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).

(4) Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of the Company or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company are hereby authorized and empowered, without further approval of any shareholders of the Company, (i) to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or Plan of Arrangement, and (ii) not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).

(5) Any one director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.”

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF AXCAP

Axcap hereby represents and warrants to Taura as follows, and acknowledges and agrees that Taura is relying upon such representations and warranties in connection with the entering into of this Agreement:

Organization and Good Standing.

(i) Each of Axcap and its subsidiaries is a company duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation, and is qualified to transact business and is in good standing as a foreign corporation in the jurisdictions where it is required to qualify in order to conduct its business as presently conducted, except where the failure to be so qualified would not have a Material Adverse Effect on Axcap. Except for the subsidiaries listed on Section 1(i) to Schedule C of the Axcap Disclosure Letter, there are no other subsidiaries of Axcap.

(ii) Each of Axcap and its subsidiaries has the corporate power and authority to own, lease or operate its properties and to carry on its business as now conducted.

Consents, Authorizations, and Binding Effect.

(i) Axcap has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to complete the Arrangement. The execution and delivery of this Agreement and the performance by Axcap of its obligations under this Agreement have been duly authorized by the Axcap Board and no other corporate proceedings on the part of Axcap are necessary to authorize the execution and delivery by it of this Agreement or the completion by Axcap of the Arrangement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Axcap and constitutes a valid and binding obligation of Axcap, enforceable against Axcap in accordance with its terms, subject however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

(ii) Subject to the receipt of the Key Regulatory Approvals and Key Third Party Consents applicable to Axcap, the execution and delivery by Axcap of this Agreement and the performance by it of its covenants hereunder and the completion of the Arrangement do not and will not:

A. violate, conflict with or result in a breach of: (x) any provision of Axcap's or its subsidiaries' organizational documents; (y) any Material Contract of Axcap or any of its subsidiaries or any material Authorization to which Axcap or any of its subsidiaries is a party or otherwise bound; or (z) any Law to which Axcap or any of its subsidiaries is subject or otherwise bound;

B. give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract or Material Authorization of Axcap or its subsidiaries;

C. result in the creation or imposition of any Lien upon any of the material properties or assets of Axcap or any of its subsidiaries; or

D. give rise to any rights of first refusal or rights of first offer or trigger any change in control provisions or similar provisions or any restriction or limitation under any such Contract or Authorization.

Regulatory Approvals and Consents. Other than the Key Regulatory Approvals and Key Third Party Consents applicable to Axcap, such filings and other actions required under applicable Securities Laws and the approval of the CSE, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Axcap in connection with the execution and delivery of this Agreement or the completion by it of the transactions contemplated by this Agreement.
Litigation and Compliance.

(i) There are no Proceedings, whether in equity or at law, pending or, to the knowledge of Axcap, threatened:

A. against or affecting Axcap or any of its subsidiaries or with respect to or affecting any asset or property owned, leased or used by Axcap or any of its subsidiaries; or
B. which question or challenge the validity of this Agreement, or the Arrangement or any action taken or to be taken pursuant to this Agreement or the Arrangement,

nor is Axcap aware of any basis for any such Proceeding, except for Proceedings which would not, in the aggregate, have a Material Adverse Effect on Axcap.

(ii) Each of Axcap and its subsidiaries has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the business or operations of Axcap or any of its subsidiaries, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on Axcap.
(iii) Neither Axcap nor any of its subsidiaries, and no asset of any of the foregoing is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on Axcap or which is reasonably likely to prevent Axcap from performing its obligations under this Agreement.
(iv) Each of Axcap and its subsidiaries has duly filed or made all reports and returns required to be filed by it with any Governmental Entity and has obtained all Authorizations which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on Axcap.

Public Filings and Financial Statements.

(i) Axcap has filed all documents required pursuant to applicable Canadian Securities Laws (the "Axcap Securities Documents"). As of their respective dates, the Axcap Securities Documents complied in all material respects with the then applicable requirements of the Canadian Securities Laws and, at the respective times they were filed, none of the Axcap Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. Axcap has not filed any confidential disclosure reports which have not at the date hereof become public knowledge.

D-3

(ii) The financial statements (including, in each case, any notes thereto) of Axcap for the year ended December 31, 2024 and for the three and six month periods ended June 30, 2025 were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated assets, liabilities and financial condition of Axcap as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of Axcap for the periods then ended. Axcap has not, since December 31, 2024 made any change in the accounting practices or policies applied in the preparation of its financial statements.

(iii) There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since December 31, 2024, with the present or former auditors of Axcap.

(iv) The Axcap Shares are listed on the CSE in Canada and Axcap is in material compliance with the rules, regulations and policies of the CSE.

(v) No order ceasing or suspending trading in securities of Axcap or any of its subsidiaries or prohibiting the sale of securities by Axcap or any of its subsidiaries has been issued that remains outstanding and, to the knowledge of Axcap, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission, self-regulatory organization or the CSE.

(vi) Axcap maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions are executed in accordance with management's general or specific authorizations; (B) access to assets is permitted only in accordance with management's general or specific authorization; and (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(vii) There are no Contracts with Axcap, on the one hand, and:

A. any officer or director of Axcap or any of its subsidiaries;
B. any holder of 5% or more of the equity securities of Axcap; or
C. an associate or affiliate of a Person in Section 5(vii)A or Section 5(vii)B, on the other hand.

Securities Laws Matters.

(i) The Axcap Shares are listed and posted for trading on the CSE in Canada, the OTCQB in the United States and on the Frankfurt Stock Exchange and, except for such listing and trading, Axcap has not made arrangement for any securities of Axcap to be listed or quoted for trading on any other stock or securities exchange or market. No order, ruling or determination having the effect of ceasing or suspending trading in any securities of Axcap has been issued and no proceedings for such purpose are pending or threatened. Axcap has not taken any action which would be reasonably expected to result in the delisting or suspension of Axcap Shares on or from the CSE.

(ii) Axcap is a "reporting issuer" (as that term is defined under applicable Canadian Securities Laws) in each of the provinces and territories of Canada, is not included in a list of defaulting reporting issuers (or equivalent) maintained by the applicable Securities Authorities in such jurisdictions and Axcap is not in default of any material provision of applicable Canadian Securities Laws.

D-4

(iii) The Axcap Disclosure Documents at the time filed or, if amended, as of the date of such amendment: (A) did not contain any misrepresentation; and (B) complied in all material respects with the requirements of applicable Securities Laws and the rules, policies and instruments of all Securities Authorities having jurisdiction over Axcap, except where such misrepresentation or non-compliance has not had, and would not reasonably be expected to have, a Material Adverse Effect on Axcap. Axcap has not filed any confidential material change or other report or other document with any Securities Authorities or other self-regulatory authority which at the date hereof remains confidential.

(iv) Except as set forth above, Axcap is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws.

(v) Axcap is a "foreign private issuer" within the meaning of Rule 405 under the U.S. Securities Act.

(vi) Axcap is not registered, and is not required to be, registered as an "investment company" pursuant to the United States Investment Company Act of 1940, as amended.

(vii) No securities of Axcap are registered or required to be registered under Section 12 of the U.S. Exchange Act, Axcap is not required to file reports under Section 13 or Section 15(d) of the U.S. Exchange Act, and Axcap is not subject to any proceedings under or any order issued pursuant to section 12(j) of the U.S. Exchange Act.

Taxes.

(i) All Taxes due and payable by Axcap and its subsidiaries have been paid except for where the failure to pay such Taxes would not result in a Material Adverse Effect on Axcap.

(ii) All Tax Returns required to be filed by Axcap have been filed on a timely basis with each appropriate Governmental Entity and all such Tax Returns are true, complete and correct except where the failure to file such Tax Returns or any inaccuracies in such Tax Returns where filed would not result in a Material Adverse Effect on Axcap.

(iii) To the knowledge of Axcap, no examination, assessment, reassessment or other proceedings of any Tax Return of Axcap or any of its subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Entity respecting any Taxes that have been paid, or may be payable, by Axcap or its subsidiaries, other than those that would not result in a Material Adverse Effect on Axcap.

(iv) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim with respect to Taxes for, or the period for the collection or assessment or reassessment of, Taxes due from Axcap or any of its subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.

(v) Neither Axcap nor any of its subsidiaries are a party to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation.

(vi) No Claim with respect to Taxes has been made by any Governmental Entity in a jurisdiction where Axcap does not file Tax Returns that Axcap or its subsidiaries are or may be subject to Tax by that jurisdiction.

(vii) Axcap has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental

D-5

Entity when required by Law to do so, except where the failure to withhold, collect or remit such amounts would not have a Material Adverse Effect on Axcap.

(viii) Axcap is not a non-resident of Canada within the meaning of the Tax Act and has, at all relevant times, been and is a "taxable Canadian corporation" within the meaning of the Tax Act.

(ix) Neither Axcap nor any of its subsidiaries have claimed any reserves in computing its income for purposes of the Tax Act if any amount could be included in the income of Axcap or any of its subsidiaries after the Effective Time.

(x) To the knowledge of Axcap, no circumstances exist or could reasonably be expected to arise as a result of matters existing before the date hereof that may result in Axcap or any of its subsidiaries being subject to the application of section 160 of the Tax Act.

(xi) Neither Axcap nor any of its subsidiaries are "United States real property holding corporation" within the meaning of Section 897(c) of the U.S. Tax Code, and neither Axcap nor any of its subsidiaries own any "United States real property interest" within the meaning of Section 897(c) of the U.S. Tax Code.

Pension and Other Employee Plans and Agreements. Other than the Axcap Incentive Plans, neither Axcap nor any of its subsidiaries maintains or contributes to any Employee Plan. Each of the Axcap Incentive Plans has been approved by the CSE and was adopted by Axcap in accordance with the requirements of the CSE and complies in all material respects with the applicable policies of the CSE.
Employees and Consultants, Labour Relations and Related Matters.

(i) Except as disclosed in Section 9(i) to Schedule C of the Axcap Disclosure Letter, neither Axcap nor any of its subsidiaries has any employees.

(ii) Except as disclosed in Section 9(ii) to Schedule C of the Axcap Disclosure Letter, no salaries, wages, income and/or any other amounts and/or benefits, as applicable, are due and owing to any employees, consultants or service providers of Axcap or any of its subsidiaries pursuant to the agreements or arrangements governing their engagement as an employee, consultant or service provider, as the case may be, and to the knowledge of Axcap, there are no obligations or liabilities (including, without limitation, for salaries, wages, income and any other amounts and benefits) owed to any such Persons by Axcap or any of its subsidiaries.

(iii) Except for payments due pursuant to applicable Law, to the knowledge of Axcap, all other change of control, bonus payments, severance payments or termination payments, including the acceleration of the vesting or the time to exercise of any outstanding stock option, share unit, or employee, consultant or director awards of Axcap, that Axcap is, or may be, obligated to pay in connection with the completion of the Arrangement or the transactions contemplated by this Agreement, under or as a result of existing contracts to all persons including, without limitation, consultants, directors, officers, employees or agents, are as disclosed in Section 9(iii) to Schedule C of the Axcap Disclosure Letter.

Contracts, Etc.

(i) Except for Contracts entered into in the ordinary course of business and other than as disclosed in Section 10(i) to Schedule C of the Axcap Disclosure Letter, neither Axcap nor any of its subsidiaries is a party to or bound by any Material Contract or any other Contract:

D-6

A. relating to capital expenditures or improvements in excess of $100,000 in the aggregate;

B. by which title to any assets, rights or properties is retained by a third party as security for an obligation;

C. which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation;

D. relating to the employment of any employees or the rights of employees upon severance or termination;

E. relating to management, consulting or any other similar type of Contract which involves an amount exceeding $100,000 per annum, excluding those which may be terminated without Penalty on 90 days notice or less;

F. which contemplates any payment on or as a result of a change of control of Axcap or any of its subsidiaries (whether on termination of such agreement, on occurrence of any other event or circumstance, or after notice or lapse of time or otherwise);

G. with any director or officer, former director or officer, shareholder or any Person not dealing at arm's length with Axcap or any of its subsidiaries;

H. with a bank or other financial institution relating to borrowed money;

I. relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts;

J. relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person or relating to commitments to purchase the assets of any other Person or to guarantee the price thereof;

K. relating to the acquisition or disposition of any shares or securities of any entity;

L. relating to the acquisition, disposition or lease of any business operations or real property; or

M. limiting or restraining Axcap or any of its subsidiaries from engaging in any activities or competing with any Person.

(ii) Each of Axcap and its subsidiaries and, to the knowledge of Axcap, each of the other parties thereto is in material compliance with all covenants under any Material Contract and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default under any Material Contract, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Axcap.

(iii) Neither Axcap nor any of its subsidiaries is a party to or bound by any Contract that provides for any payment as a result of the consummation of any of the matters contemplated by this Agreement.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement or as otherwise disclosed in Section 11 to Schedule C of the Axcap Disclosure Letter, since December 31, 2024:

D-7

(i) there has been no Material Adverse Effect in respect of Axcap;

(ii) neither Axcap nor any of its subsidiaries has:

A. sold, transferred, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business;

B. incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Axcap;

C. made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $100,000, except in the ordinary course of business;

D. made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice;

E. conducted its operations other than in the ordinary course of business in all material respects;

F. entered into any material transaction or Material Contract, or amended or terminated any material transaction or Material Contract, except transactions or Contracts entered into in the ordinary course of business; and

G. agreed or committed to do any of the foregoing; and

(iii) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to Axcap’s share capital.

Capitalization.

(i) As at the date hereof, the authorized capital of Axcap consists of an unlimited number of preferred shares and an unlimited number of Axcap Shares, of which no preferred shares and 305,757,698 Axcap Shares are issued and outstanding, and there are (A) 11,525,184 Axcap Shares issuable upon the exercise of outstanding Axcap Options, 255,827,387 Axcap Shares issuable upon the exercise of outstanding Axcap Warrants, and (C) 5,234,692 Axcap Shares issuable upon the settlement of outstanding Axcap RSUs, the details of which are disclosed in Section 12(i) to Schedule C of the Axcap Disclosure Letter (including (A) the number of Axcap Shares issuable upon exercise, (B) the purchase price payable, (C) the date of grant, (D) the date of expiry, (E) the name of the registered holder and identifying whether such holder is an insider or employee or consultant of Axcap, (F) the extent to which the Axcap Options, Axcap Warrants and Axcap RSUs are vested and are exercisable or settleable, and (G) whether vesting or exercise of the Axcap Options, Axcap RSUs and Axcap Warrants may be accelerated as a result, either alone or together with another event or occurrence, of the Arrangement).

(ii) All issued and outstanding Axcap Shares have been duly authorized and are validly issued, fully paid and non-assessable, free of pre-emptive rights.

(iii) All outstanding Axcap Shares to be issued on the exercise of Axcap Options and Axcap Warrants and on conversion of Axcap RSUs have been duly authorized and will be, when

D-8

duly issued and paid for, validly issued and outstanding as fully paid and non-assessable shares, and are not and will not be subject to, or issued in violation of, any pre-emptive rights.

(iv) Except as described in Section 12(iv) to Schedule C of the Axcap Disclosure Letter, there are no authorized, outstanding or existing:

A. voting trusts or other agreements or understandings with respect to the voting of any Axcap Shares to which Axcap or any of its subsidiaries is a party;

B. any securities issued by Axcap or any of its subsidiaries that are convertible into or exchangeable for Axcap Shares;

C. agreements, options, warrants or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any Axcap Shares or securities convertible into or exchangeable for any Axcap Shares, in each case granted, extended or entered into by Axcap or any of its subsidiaries;

D. agreements of any kind to which Axcap or any of its subsidiaries is a party relating to the issuance or sale of any Axcap Shares, any securities convertible into or exchangeable or exercisable for Axcap Shares or requiring Axcap to qualify securities of Axcap or any of its subsidiaries for distribution by prospectus under Canadian Securities Laws; or

E. agreements of any kind which may obligate Axcap to issue or purchase any of its securities.

Interest in Properties.

(i) Each of Axcap and its subsidiaries possesses or has obtained, and is in compliance with, all material Authorizations necessary to conduct its business relating to the Axcap Properties and the Axcap Properties comply in all material respects with all applicable Laws. Each of Axcap and its subsidiaries has valid and sufficient right, title and interest, free and clear of any title defect or Lien, except for any title defect or Lien which would not materially interfere with the use of, or materially detract from the value of, the Axcap Properties, to: (i) its permits, concessions, claims, leases, licences, and all other rights relating in any manner whatsoever to the interest in, or exploration for minerals on the Axcap Properties, all of which have been accurately and completely set out in Section 13(i) to Schedule C of the Axcap Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned and conducted in all material respects; (ii) its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by Axcap or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining claims, easements and all other real property interests in respect of the Axcap Properties, all of which have been identified completely in Section 13(i) to Schedule C of the Axcap Disclosure Letter, and, in each case, as are necessary to perform the operation of its business as presently owned and conducted in all material respects; and (iii), or is entitled to the benefits of, the Axcap Properties and its assets of any nature whatsoever and to all benefits derived therefrom and mineral rights, including all the properties and assets reflected in the balance sheet forming part of Axcap's financial statements for the year ended December 31, 2024 relating to the Axcap Properties, together with all additions thereto, and such properties and assets are not subject to any Lien or material defect in title of any kind except: (i) as is specifically identified in the balance sheet forming part of Axcap's financial statements for the year ended December 31, 2024 and in the notes thereto; (ii) as is set out in Section 13(i) to Schedule C of the Axcap Disclosure Letter; and

D-9

(iii) any title defect or Lien which would not materially interfere with the use of, or materially detract from the value of, the Axcap Properties.

(ii) All mineral property unpatented mining claims and permits in respect of the Axcap Properties in which Axcap or any of its subsidiaries has an interest or right have been, to the knowledge of Axcap, validly located and recorded in accordance with all Laws, and are, and will be upon consummation of the Arrangement, valid and subsisting. Each of Axcap and/or its subsidiaries has all necessary surface rights, access rights and other rights and interests relating to the Axcap Properties, granting Axcap and/or its subsidiaries, as applicable, the right and ability to perform the operations of its business as presently owned and conducted, with only such exceptions as do not materially interfere with the current use made by Axcap and/or its subsidiaries, as applicable, of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of Axcap and/or its subsidiaries, as applicable, and free and clear of all material Liens.

(iii) Except as set out in Section 13(iii) to Schedule C of the Axcap Disclosure Letter, there are no earn-in rights, rights of first refusal, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect Axcap's or any of its subsidiaries' interests in the Axcap Properties.

(iv) Neither Axcap nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Entity or any other Person of any revocation or intention to revoke, diminish or challenge its interest in the Axcap Properties.

(v) In all material respects, the Axcap Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.

(vi) There are no adverse claims, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of Axcap, that are threatened, affecting or which could affect Axcap's or any of its subsidiaries' right, title or interest in the Axcap Properties or the ability of Axcap or any of its subsidiaries to explore or develop the Axcap Properties, including the title to or ownership by Axcap or any of its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability materially affecting the Axcap Properties.

(vii) Except as set out in Section 13(vii) to Schedule C of the Axcap Disclosure Letter, none of the directors or officers of Axcap holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in the Axcap Properties or in any permit, concession, claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals from or in any manner in relation to the Axcap Properties and any other properties located within 20 kilometres of the Axcap Properties.

(viii) Axcap has provided Taura with access to copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Axcap Properties and Axcap and/or one of its subsidiaries has the right, title and ownership of all such information, data, reports and studies.

Expropriation. Neither the Axcap Material Properties nor any other material property or asset of Axcap or any of its subsidiaries has been taken or expropriated by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge

D-10

of Axcap, is there any intent or proposal to give any such notice or to commence any such proceeding.

Axcap Technical Disclosure.

(i) The Axcap Material Properties are the only material properties of Axcap for the purposes of NI 43-101.

(ii) Each of the Axcap Technical Reports complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. Axcap has no knowledge of any change to the facts and assumptions underlying the estimates in any of the Axcap Technical Reports that would reasonably be expected to result a material adverse change in any production, cost, price, mineral reserves, mineral resources or other relevant information in any of the Axcap Technical Reports since the date of the applicable report.

(iii) Axcap made available to the authors of each of the Axcap Technical Reports, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided.

(iv) At the time of filing of each of the Axcap Technical Reports, as applicable, all of the material assumptions underlying the mineral resource and mineral reserve estimates in the applicable Axcap Technical Report were reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101.

(v) The estimates of mineral resources and mineral reserves as described in the Axcap Disclosure Documents comply in all material respects with NI 43-101.

(vi) The information set forth in the Axcap Disclosure Documents relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by Axcap and its' consultants in accordance with methods generally applied in the mining industry and conforms to the requirements of NI 43-101 and Securities Laws.

(vii) Axcap is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which Axcap is or should be aware that would disaffirm or change any aspect of any of the Axcap Technical Reports, or that would require the filing of a new technical report under NI 43-101, including but not limited to, in connection with the transactions contemplated in this Agreement.

Operational Matters.

(i) All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or required to be performed, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Axcap and its subsidiaries, have been, in all material respects: (A) duly paid; (B) duly performed; or (C) provided for prior to the date of this Agreement.

(ii) All material costs, expenses, and liabilities required to be paid on or prior to the date of this Agreement under the terms of any Contracts and agreements to which Axcap or any of its subsidiaries are directly or indirectly bound have been properly and timely paid in all

D-11

material respects, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

(iii) To the knowledge of Axcap, all exploration, development and mining operations conducted by Axcap or any of its subsidiaries on the Axcap Properties, including all operations and activities relating to the Axcap Properties, have been conducted in all material respects in accordance with good exploration, development and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been complied with in all material respects. There are no material environmental audits, evaluations, assessments, studies or tests relating to Axcap or any of its subsidiaries except for any ongoing assessments conducted by or on behalf of Axcap in the ordinary course.

Indigenous Group Claims. To the knowledge of Axcap: (i) no Indigenous Group has made any claim against any Governmental Entity which relates to the Axcap Properties, any licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Entity or the operation by Axcap or its subsidiaries of their respective businesses as presently conducted in the areas in which such operations are carried on or in which the Axcap Properties is located; (ii) neither Axcap nor the its subsidiaries have any material outstanding agreements, memorandums of understanding or similar arrangements with any Indigenous Group; (iii) there are no material ongoing or outstanding discussions, negotiations, or similar communications with or by any Indigenous Group concerning Axcap, any of its subsidiaries, or their respective business, operations or assets; (iv) and there is no blockade, occupation, illegal action or on-site protest currently occurring or, to the knowledge of Axcap, threatened in connection with the activities on the Axcap Properties, by any Indigenous Group.
NGOs and Community Groups. No material dispute between Axcap and/or any of its subsidiaries, on the one hand, and any non-governmental organization, community, or community group, on the other hand, exists or, to the knowledge of Axcap, is threatened or imminent with respect to any of the Axcap Properties or operations. Axcap has provided Taura and its Representatives with full and complete access to all material correspondence received by Axcap, any of its subsidiaries or their respective Representatives from any non-governmental organization, community, community group or any Indigenous Group.
Intellectual Property. Neither Axcap nor any of its subsidiaries owns or possesses any intellectual property rights including any patents, copyrights, trade secrets, trademarks, service marks or trade names which are, individually or in the aggregate, material to the business and operations of Axcap or any of its subsidiaries as currently conducted.
Environmental Matters.

(i) Each of Axcap and its subsidiaries has carried on its operations in compliance in all material respects with all applicable Environmental Laws.

(ii) Neither Axcap nor any of its subsidiaries is subject to any contingent or other liability relating to (A) the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (C) non-compliance with Environmental Laws.

(iii) Except as duly authorized by Authorizations obtained by Axcap and/or its subsidiaries in effect as of the date hereof, to the knowledge of Axcap, the Axcap Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. There are no Hazardous Substances at, in, on, under or migrating from the Axcap Properties, except in material compliance with all Environmental Laws.

D-12

(iv) Neither Axcap nor any of its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (B) to the knowledge of Axcap, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any Proceeding against Axcap or any of its subsidiaries.

(v) Neither Axcap nor any of its subsidiaries has caused or permitted the release of any Hazardous Substances on or to any Axcap Property in such a manner as: (A) would reasonably be expected to impose material liability for natural resource damages, loss of life, personal injury, nuisance or damage to other property; or (B) would be reasonably expected to result in imposition of a material lien, charge or other Lien or the expropriation of any Axcap Property or any of the assets of Axcap or any of its subsidiaries.

(vi) Neither Axcap nor the any of its subsidiaries has received from any Person or Governmental Entity any notice, formal or informal, of any Proceeding arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of Axcap, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, Proceeding, liability or potential liability.

Title. Axcap or one of its subsidiaries, as applicable, is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material property or assets (real and personal, tangible and intangible, including leasehold interests), including all the properties and assets reflected in the balance sheet forming part of Axcap's interim financial statements for the three and six months ended June 30, 2025.
Indebtedness. No indebtedness for borrowed money is owing or guaranteed by Axcap or any of its subsidiaries.
Undisclosed Liabilities. There are no material liabilities of Axcap or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which Axcap or any of its subsidiaries may become liable on or after the consummation of the transactions contemplated hereby, other than:

(i) liabilities disclosed on or reflected or provided for in the most recent publicly filed financial statements of Axcap; and

(ii) liabilities incurred in the ordinary and usual course of business of Axcap and its subsidiaries and attributable to the period since December 31, 2024, none of which has had or may reasonably be expected to have a Material Adverse Effect on Axcap.

Brokers. Neither Axcap nor any of its subsidiaries nor, to the knowledge of Axcap, any of their respective associates, affiliates or Representatives have retained any broker or finder in connection with the Arrangement or the other transactions contemplated in this Agreement, nor have any of the foregoing incurred any liability to any broker or finder by reason of any such transaction.
Anti-Bribery Laws. Neither Axcap nor any of its subsidiaries, nor to the knowledge of Axcap, any Representative of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to Axcap or any of its subsidiaries, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada's Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose

D-13

of influencing any act or decision of a Government Official in his or her official capacity, inducing a Government Official to do or omit to do any act in violation of his or her lawful duties, securing any improper advantage, inducing a Government Official to influence or affect any act or decision of any Governmental Entity, or assisting any Representative of Axcap or any of its subsidiaries in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither Axcap nor any of its subsidiaries, nor to the knowledge of Axcap, any Representative of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded Axcap or any of its subsidiaries or any Representative of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption Laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such Laws, or received any notice, request, or citation from any Person alleging non-compliance with any such Laws.

Books and Records. Except as set out in Section 26 to Schedule C of the Axcap Disclosure Letter, the corporate records and minute books of Axcap have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Axcap. The minute books and records of Axcap made available to Taura in connection with its due diligence investigation of Axcap are true and correct in all material respects.
Due Diligence Information. All information provided by Axcap to Taura in relation to Taura's due diligence requests is true and correct in all material respects and does not contain any omissions as at its respective date as stated therein and has not been amended, except as provided to Taura.

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF TAURA

Taura hereby represents and warrants to Axcap as follows, and acknowledges and agrees that Axcap is relying upon such representations and warranties in connection with the entering into of this Agreement:

Organization and Good Standing.

(i) Each of Taura and its subsidiaries is a company duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation, and is qualified to transact business and is in good standing as a foreign corporation in the jurisdictions where it is required to qualify in order to conduct its business as presently conducted, except where the failure to be so qualified would not have a Material Adverse Effect on Taura. Except for the subsidiaries listed on Section 1(i) to Schedule D of the Taura Disclosure Letter, there are no other subsidiaries of Taura.

(ii) Each of Taura and its subsidiaries has the corporate power and authority to own, lease or operate its properties and to carry on its business as now conducted.

Consents, Authorizations, and Binding Effect.

(i) Taura has the requisite corporate power and authority to enter into this Agreement (and subject to obtaining the Taura Shareholder Approval), to perform its obligations hereunder and to complete the Arrangement. The execution and delivery of this Agreement and the performance by Taura of its obligations under this Agreement have been duly authorized by the Taura Board and no other corporate proceedings on the part of Taura are necessary to authorize the execution and delivery by it of this Agreement or, subject to obtaining Taura Shareholder Approval, the completion by Taura of the Arrangement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Taura and constitutes a valid and binding obligation of Taura, enforceable against Taura in accordance with its terms, subject however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

(ii) Subject to the receipt of the Key Regulatory Approvals and Key Third Party Consents applicable to Taura, the execution and delivery by Taura of this Agreement and the performance by it of its covenants hereunder and the completion of the Arrangement do not and will not:

A. violate, conflict with or result in a breach of: (x) any provision of Taura's or its subsidiaries' organizational documents; (y) any Material Contract of Taura or any of its subsidiaries or any material Authorization to which Taura or any of its subsidiaries is a party or otherwise bound; or (z) any Law to which Taura or any of its subsidiaries is subject or otherwise bound;

B. give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract of Material Authorization of Taura or any of its subsidiaries;

C. result in the creation or imposition of any Lien upon any of the material properties or assets of Taura or any of its subsidiaries; or

E-2

D. other than as set out in Section 2(ii)D to Schedule D of the Taura Disclosure Letter, give rise to any rights of first refusal or rights of first offer or trigger any change in control provisions or similar provisions or any restriction or limitation under any such Contract or Authorization.

Regulatory Approvals and Consents. Other than the Key Regulatory Approvals and Key Third Party Consents applicable to Taura, such filings and other actions required under applicable Securities Laws and the approval of the TSXV, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Taura in connection with the execution and delivery of this Agreement or the completion by it of the transactions contemplated by this Agreement.
Litigation and Compliance.

(i) There are no Proceedings, whether in equity or at law, pending or, to the knowledge of Taura, threatened:

A. against or affecting Taura or any of its subsidiaries or with respect to or affecting any asset or property owned, leased or used by Taura or any of its subsidiaries; or

B. which question or challenge the validity of this Agreement, or the Arrangement or any action taken or to be taken pursuant to this Agreement or the Arrangement,

nor is Taura aware of any basis for any such Proceeding, except for Proceedings which would not, in the aggregate, have a Material Adverse Effect on Taura.

(ii) Each of Taura and its subsidiaries has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the business or operations of Taura or any of its subsidiaries, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on Taura.

(iii) Neither Taura nor any of its subsidiaries, and no asset of any of the foregoing is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on Taura or which is reasonably likely to prevent Taura from performing its obligations under this Agreement.

(iv) Each of Taura and its subsidiaries has duly filed or made all reports and returns required to be filed by it with any Governmental Entity and has obtained all Authorizations which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on Taura.

Public Filings and Financial Statements.

(i) Taura has filed all documents required pursuant to applicable Canadian Securities Laws (the "Taura Securities Documents"). As of their respective dates, the Taura Securities Documents complied in all material respects with the then applicable requirements of the Canadian Securities Laws and, at the respective times they were filed, none of the Taura Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. Taura has not filed any confidential disclosure reports which have not at the date hereof become public knowledge.

E-3

(ii) The financial statements (including, in each case, any notes thereto) of Taura for the fourteen months ended December 31, 2024 and twelve months ended October 31, 2023, as well as for the six months ended June 30, 2025 were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated assets, liabilities and financial condition of Taura as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of Taura for the periods then ended. Taura has not, since December 31, 2024 made any change in the accounting practices or policies applied in the preparation of its financial statements.

(iv) The Taura Shares are listed on the TSXV and Taura is in material compliance with the rules, regulations and policies of the TSXV.

(v) No order ceasing or suspending trading in securities of Taura or any of its subsidiaries or prohibiting the sale of securities by Taura or any of its subsidiaries has been issued that remains outstanding and, to the knowledge of Taura, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission, self-regulatory organization or the TSXV.

(vi) Taura maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions are executed in accordance with management's general or specific authorizations; (B) access to assets is permitted only in accordance with management's general or specific authorization; and (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(vii) There are no Contracts with Taura, on the one hand, and:

A. any officer or director of Taura or any of its subsidiaries;

B. any holder of 5% or more of the equity securities of Taura; or

C. an associate or affiliate of a Person in Section 5(vii)A or Section 5(vii)B, on the other hand.

Securities Laws Matters.

(i) The Taura Shares are listed and posted for trading on the TSXV and, except for such listing and trading, Taura has not made arrangement for any securities of Taura to be listed or quoted for trading on any other stock or securities exchange or market. No order, ruling or determination having the effect of ceasing or suspending trading in any securities of Taura has been issued and no proceedings for such purpose are pending or threatened. Other than in connection with the transactions contemplated by this Agreement, Taura has not taken any action which would be reasonably expected to result in the delisting or suspension of Taura Shares on or from the TSXV.

(ii) Taura is a "reporting issuer" (as that term is defined under applicable Canadian Securities Laws) in each of the provinces of Ontario, Alberta and British Columbia, is not included in a list of defaulting reporting issuers (or equivalent) maintained by the applicable Securities Authorities in such jurisdictions and Taura is not in default of any material provision of applicable Canadian Securities Laws.

E-4

(iii) The Taura Disclosure Documents at the time filed or, if amended, as of the date of such amendment: (A) did not contain any misrepresentation; and (B) complied in all material respects with the requirements of applicable Securities Laws and the rules, policies and instruments of all Securities Authorities having jurisdiction over Taura, except where such misrepresentation or non-compliance has not had, and would not reasonably be expected to have, a Material Adverse Effect on Taura. Taura has not filed any confidential material change or other report or other document with any Securities Authorities or other self-regulatory authority which at the date hereof remains confidential.

(iv) Except as set forth above, Taura is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws.

(v) Taura is a "foreign private issuer" within the meaning of Rule 405 under the U.S. Securities Act.

(vi) Taura is not registered, and is not required to be, registered as an "investment company" pursuant to the United States Investment Company Act of 1940, as amended.

(vii) No securities of Taura are registered or required to be registered under Section 12 of the U.S. Exchange Act, Taura is not required to file reports under Section 13 or Section 15(d) of the U.S. Exchange Act, and Taura is not subject to any proceedings under or any order issued pursuant to section 12(j) of the U.S. Exchange Act.

Taxes.

(i) All Taxes due and payable by Taura and its subsidiaries have been paid except for where the failure to pay such Taxes would not result in a Material Adverse Effect on Taura.

(ii) All Tax Returns required to be filed by Taura have been filed on a timely basis with each appropriate Governmental Entity and all such Tax Returns are true, complete and correct except where the failure to file such Tax Returns or any inaccuracies in such Tax Returns where filed would not result in a Material Adverse Effect on Taura.

(iii) To the knowledge of Taura, no examination, assessment, reassessment or other proceedings of any Tax Return of Taura or any of its subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Entity respecting any Taxes that have been paid, or may be payable, by Taura or its subsidiaries, other than those that would not result in a Material Adverse Effect on Taura.

(iv) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim with respect to Taxes for, or the period for the collection or assessment or reassessment of, Taxes due from Taura or any of its subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.

(v) Neither Taura nor any of its subsidiaries are a party to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation.

(vi) No Claim with respect to Taxes has been made by any Governmental Entity in a jurisdiction where Taura does not file Tax Returns that Taura or its subsidiaries are or may be subject to Tax by that jurisdiction.

(vii) Taura has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental

E-5

Entity when required by Law to do so, except where the failure to withhold, collect or remit such amounts would not have a Material Adverse Effect on Taura.

(viii) Taura is not a non-resident of Canada within the meaning of the Tax Act and has, at all relevant times, been and is a "taxable Canadian corporation" within the meaning of the Tax Act.

(ix) Neither Taura nor any of its subsidiaries have claimed any reserves in computing its income for purposes of the Tax Act if any amount could be included in the income of Taura or any of its subsidiaries after the Effective Time.

(x) To the knowledge of Taura, no circumstances exist or could reasonably be expected to arise as a result of matters existing before the date hereof that may result in Taura or any of its subsidiaries being subject to the application of section 160 of the Tax Act.

(xi) Neither Taura nor any of its subsidiaries are "United States real property holding corporation" within the meaning of Section 897(c) of the U.S. Tax Code, and neither Taura nor any of its subsidiaries own any "United States real property interest" within the meaning of Section 897(c) of the U.S. Tax Code.

Pension and Other Employee Plans and Agreements. Other than the Taura Stock Option Plan, neither Taura nor any of its subsidiaries maintains or contributes to any Employee Plan. The Taura Stock Option Plan has been approved by the TSXV and was adopted by Taura in accordance with the requirements of the TSXV and complies in all material respects with the applicable policies of the TSXV.
Employees and Consultants, Labour Relations and Related Matters.

(i) Neither Taura nor any of its subsidiaries has any employees.

(ii) No salaries, wages, income and/or any other amounts and/or benefits, as applicable, are due and owing to any employees, consultants or service providers of Taura or any of its subsidiaries pursuant to the agreements or arrangements governing their engagement as an employee, consultant or service provider, as the case may be, and to the knowledge of Taura, there are no obligations or liabilities (including, without limitation, for salaries, wages, income and any other amounts and benefits) owed to any such Persons by Taura or any of its subsidiaries.

(iii) Except for payments due pursuant to applicable Law, to the knowledge of Taura, there are no change of control, bonus payments, severance payments or termination payments, including the acceleration of the vesting or the time to exercise of any outstanding stock option, share unit, or employee, consultant or director awards of Taura, that Taura is, or may be, obligated to pay in connection with the completion of the Arrangement or the transactions contemplated by this Agreement, under or as a result of existing contracts to any person, including, without limitation, consultants, directors, officers, employees or agents.

Contracts, Etc.

(i) Except for Contracts entered into in the ordinary course of business or which have been made available on SEDAR+, neither Taura nor any of its subsidiaries is a party to or bound by any Material Contract or any other Contract:

A. relating to capital expenditures or improvements in excess of $100,000 in the aggregate;

E-6

B. by which title to any assets, rights or properties is retained by a third party as security for an obligation;

C. which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation;

D. relating to the employment of any employees or the rights of employees upon severance or termination;

F. which contemplates any payment on or as a result of a change of control of Taura or any of its subsidiaries (whether on termination of such agreement, on occurrence of any other event or circumstance, or after notice or lapse of time or otherwise);

G. with any director or officer, former director or officer, shareholder or any Person not dealing at arm's length with Taura or any of its subsidiaries;

H. with a bank or other financial institution relating to borrowed money;

I. relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts;

K. relating to the acquisition or disposition of any shares or securities of any entity;

L. relating to the acquisition, disposition or lease of any business operations or real property; or

M. limiting or restraining Taura or any of its subsidiaries from engaging in any activities or competing with any Person.

(ii) Each Taura and its subsidiaries and, to the knowledge of Taura, each of the other parties thereto is in material compliance with all covenants under any Material Contract and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default under any Material Contract, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Taura.

(iii) Neither Taura nor any of its subsidiaries is a party to or bound by any Contract that provides for any payment as a result of the consummation of any of the matters contemplated by this Agreement.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since December 31, 2024:

(i) there has been no Material Adverse Change in respect of Taura;

(ii) neither Taura nor any of its subsidiaries has:

E-7

A. sold, transferred, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business;

B. incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Taura;

C. made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $100,000, except in the ordinary course of business;

E. conducted its operations other than in the ordinary course of business in all material respects;

G. agreed or committed to do any of the foregoing; and

(iii) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to Taura's share capital.

Capitalization.

(i) As at the date hereof, the authorized capital of Taura consists of an unlimited number of Taura Shares, of which 22,983,472 Taura Shares are issued and outstanding, and there are no stock options or share purchase warrants of Taura issued and outstanding.

(ii) All issued and outstanding Taura Shares have been duly authorized and are validly issued, fully paid and non-assessable, free of pre-emptive rights.

(iii) There are no authorized, outstanding or existing:

A. voting trusts or other agreements or understandings with respect to the voting of any Taura Shares to which Taura or any of its subsidiaries is a party;

B. any securities issued by Taura or any of its subsidiaries that are convertible into or exchangeable for Taura Shares;

C. agreements, options, warrants or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any Taura Shares or securities convertible into or exchangeable for any Taura Shares, in each case granted, extended or entered into by Taura or any of its subsidiaries;

D. agreements of any kind to which Taura or any of its subsidiaries is a party relating to the issuance or sale of any Taura Shares, any securities convertible into or exchangeable or exercisable for Taura Shares or requiring Taura to qualify

E-8

securities of Taura or any of its subsidiaries for distribution by prospectus under Canadian Securities Laws; or

E. agreements of any kind which may obligate Taura to issue or purchase any of its securities.

Interest in Properties.

(i) Each of Taura and its subsidiaries possesses or has obtained, and is in compliance with, all material Authorizations necessary to conduct its business relating to the Taura Properties and the Taura Properties comply in all material respects with all applicable Laws. Each of Taura and its subsidiaries has valid and sufficient right, title and interest, free and clear of any title defect or Lien, and any title defect or Lien which would not materially interfere with the use of, or materially detract from the value of, the Taura Properties, to: (i) its permits, concessions, claims, leases, licences, and all other rights relating in any manner whatsoever to the interest in, or exploration for minerals on the Taura Properties, all of which have been accurately and completely set out in Section 13(i) to Schedule D of the Taura Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned and conducted in all material respects; (ii) its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by Taura or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, easements and all other real property interests in respect of the Taura Properties, all of which have been identified completely in Section 13(i) to Schedule D of the Taura Disclosure Letter, and, in each case, as are necessary to perform the operation of its business as presently owned and conducted in all material respects; and (iii), or is entitled to the benefits of, the Taura Properties and its assets of any nature whatsoever and to all benefits derived therefrom and mineral rights, including all the properties and assets reflected in the balance sheet forming part of Taura's financial statements for the fourteen months ended December 31, 2024 and twelve months ended October 31, 2023 relating to the Taura Properties, together with all additions thereto, and such properties and assets are not subject to any Lien or material defect in title of any kind except: (i) as is specifically identified in the balance sheet forming part of Taura's financial statements for the fourteen months ended December 31, 2024 and twelve months ended October 31, 2023 and in the notes thereto; (ii) as is set out in Section 13(i) to Schedule D of the Taura Disclosure Letter; and (iii) any title defect or Lien which would not materially interfere with the use of, or materially detract from the value of, the Taura Properties.

(ii) To Taura's knowledge, all mineral property claims and permits in respect of the Taura Properties in which Taura or any of its subsidiaries has an interest or right have been validly located and recorded in accordance with all Laws and are, and will be upon consummation of the Arrangement, valid and subsisting. To Taura's knowledge, each of Taura and/or its subsidiaries has all necessary surface rights, access rights and other rights and interests relating to the Taura Properties, granting Taura and/or its subsidiaries, as applicable, the right and ability to perform the operations of its business as presently owned and conducted, with only such exceptions as do not materially interfere with the current use made by Taura and/or its subsidiaries, as applicable, of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of Taura and/or its subsidiaries, as applicable, and free and clear of all material Liens.

(iii) Except as set out in Section 13(iii) to Schedule D of the Taura Disclosure Letter, there are no earn-in rights, rights of first refusal, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect Taura's or any of its subsidiaries' interests in the Taura Properties.

E-9

(iv) Neither Taura nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Entity or any other Person of any revocation or intention to revoke, diminish or challenge its interest in the Taura Properties.

(v) In all material respects, the Taura Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.

(vi) There are no adverse claims, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of Taura, that are threatened, affecting or which could affect Taura's or any of its subsidiaries' right, title or interest in the Taura Properties or the ability of Taura or any of its subsidiaries to explore or develop the Taura Properties, including the title to or ownership by Taura or any of its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability materially affecting the Taura Properties.

(vii) None of the directors or officers of Taura holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in the Taura Properties or in any permit, concession, claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals from or in any manner in relation to the Taura Properties and any other properties located within 20 kilometres of the Taura Properties.

(viii) Taura has provided Taura with access to copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Taura Properties and Taura and/or one of its subsidiaries has the right, title and ownership of all such information, data, reports and studies.

Expropriation. Neither the Taura Material Property nor any other material property or asset of Taura or any of its subsidiaries has been taken or expropriated by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of Taura, is there any intent or proposal to give any such notice or to commence any such proceeding.
Taura Technical Disclosure. The Taura Material Property is the only material property of Taura for the purposes of NI 43-101.
Operational Matters.

(i) All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or required to be performed, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Taura and its subsidiaries, have been, in all material respects: (A) duly paid; (B) duly performed; or (C) provided for prior to the date of this Agreement.

(ii) All material costs, expenses, and liabilities required to be paid on or prior to the date of this Agreement under the terms of any Contracts and agreements to which Taura or any of its subsidiaries are directly or indirectly bound have been properly and timely paid in all material respects, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

(iii) To the knowledge of Taura, all exploration, development and mining operations conducted by Taura on the Taura Properties, including all operations and activities relating to the Taura Properties, have been conducted in all material respects in accordance with good

E-10

exploration, development and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been complied with in all material respects. There are no material environmental audits, evaluations, assessments, studies or tests relating to Taura or any of its subsidiaries except for any ongoing assessments conducted by or on behalf of Taura in the ordinary course.

Indigenous Group Claims. To the knowledge of Taura: (i) no Indigenous Group has made any claim against any Governmental Entity which relates to the Taura Properties, any licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Entity or the operation by Taura or its subsidiaries of their respective businesses as presently conducted in the areas in which such operations are carried on or in which the Taura Properties is located; (ii) neither Taura nor the its subsidiaries have any material outstanding agreements, memorandums of understanding or similar arrangements with any Indigenous Group; (iii) there are no material ongoing or outstanding discussions, negotiations, or similar communications with or by any Indigenous Group concerning Taura, any of its subsidiaries, or their respective business, operations or assets; (iv) and there is no blockade, occupation, illegal action or on-site protest currently occurring or, to the knowledge of Taura, threatened in connection with the activities on the Taura Properties, by any Indigenous Group.
NGOs and Community Groups. No material dispute between Taura and/or any of its subsidiaries, on the one hand, and any non-governmental organization, community, or community group, on the other hand, exists or, to the knowledge of Taura, is threatened or imminent with respect to any of the Taura Properties or operations. Taura has provided Taura and its Representatives with full and complete access to all material correspondence received by Taura, any of its subsidiaries or their respective Representatives from any non-governmental organization, community, community group or any Indigenous Group.
Intellectual Property. Neither Taura nor any of its subsidiaries owns or possesses any intellectual property rights including any patents, copyrights, trade secrets, trademarks, service marks or trade names which are, individually or in the aggregate, material to the business and operations of Taura or any of its subsidiaries as currently conducted.
Environmental Matters.

(i) Each of Taura and its subsidiaries has carried on its operations in compliance in all material respects with all applicable Environmental Laws.

(ii) To the knowledge of Taura, neither Taura nor any of its subsidiaries is subject to any contingent or other liability relating to (A) the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (C) non-compliance with Environmental Laws.

(iii) Except as duly authorized by Authorizations obtained by Taura and/or its subsidiaries in effect as of the date hereof, to the knowledge of Taura, the Taura Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. There are no Hazardous Substances at, in, on, under or migrating from the Taura Properties, except in material compliance with all Environmental Laws.

(iv) To Taura's knowledge, neither Taura nor any of its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (B) to the knowledge of Taura, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any

E-11

similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any Proceeding against Taura or any of its subsidiaries.

(v) Neither Taura nor any of its subsidiaries has caused or permitted the release of any Hazardous Substances on or to any Taura Property in such a manner as: (A) would reasonably be expected to impose material liability for natural resource damages, loss of life, personal injury, nuisance or damage to other property; or (B) would be reasonably expected to result in imposition of a material lien, charge or other Lien or the expropriation of any Taura Property or any of the assets of Taura or any of its subsidiaries.

(vi) Neither Taura nor the any of its subsidiaries has received from any Person or Governmental Entity any notice, formal or informal, of any Proceeding arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of Taura, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, Proceeding, liability or potential liability.

Title. Taura or one of its subsidiaries, as applicable, is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material property or assets (real and personal, tangible and intangible, including leasehold interests), including all the properties and assets reflected in the balance sheet forming part of Taura's financial statements for the fourteen months ended December 31, 2024 and twelve months ended October 31, 2023.
Indebtedness. No indebtedness for borrowed money is owing or guaranteed by Taura or any of its subsidiaries.
Undisclosed Liabilities. There are no material liabilities of Taura or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which Taura or any of its subsidiaries may become liable on or after the consummation of the transactions contemplated hereby, other than:

(i) liabilities disclosed on or reflected or provided for in the most recent publicly filed financial statements of Taura; and

(ii) liabilities incurred in the ordinary and usual course of business of Taura and its subsidiaries and attributable to the period since December 31, 2024, none of which has had or may reasonably be expected to have a Material Adverse Effect on Taura.

Brokers. Neither Taura nor any of its subsidiaries nor, to the knowledge of Taura, any of their respective associates, affiliates or Representatives have retained any broker or finder in connection with the Arrangement or the other transactions contemplated in this Agreement, nor have any of the foregoing incurred any liability to any broker or finder by reason of any such transaction.
Anti-Bribery Laws. Neither Taura nor any of its subsidiaries, nor to the knowledge of Taura, any Representative of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to Taura or any of its subsidiaries, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada's Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity, inducing a Government Official to do or omit to do any act in violation of his or her lawful duties, securing any improper advantage, inducing a Government Official to influence or affect any act or decision of any Governmental Entity, or assisting any Representative of Taura or any of its subsidiaries in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any

E-12

Person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither Taura nor any of its subsidiaries, nor to the knowledge of Taura, any Representative of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded Taura or any of its subsidiaries or any Representative of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption Laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such Laws, or received any notice, request, or citation from any Person alleging non-compliance with any such Laws.

Books and Records. The corporate records and minute books of Taura have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Taura. The minute books and records of Taura made available to Taura in connection with its due diligence investigation of Taura are true and correct in all material respects.
Due Diligence Information. All information provided by Taura to Axcap in relation to Axcap's due diligence requests is true and correct in all material respects and does not contain any omissions as at its respective date as stated therein and has not been amended, except as provided to Axcap.

SCHEDULE E

KEY REGULATORY APPROVALS AND KEY THIRD PARTY CONSENTS

Key Regulatory Approvals

The following are the Key Regulatory Approvals:

Interim Order;
Final Order;
the approval of the CSE for the issuance and listing of the Axcap Shares to be issued pursuant to the Arrangement, subject only to the satisfaction of standard and customary conditions of the CSE;
the approval of the TSXV in respect of the Arrangement, subject only to the satisfaction of standard and customary conditions of the TSXV; and
the Taura Shareholder Approval.

Axcap Key Third Party Consents

The following are the Key Third Party Consents of Axcap:

N/A.

Taura Key Third Party Consents

The following are the Key Third Party Consents of Taura:

N/A.

AI assistant

Roxmore Resources Inc. — M&A Activity 2025

43528_rns_2025-09-15_a0777055-d5c7-4175-9ae8-b7dbfce4ebc1.pdf

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2 THE ARRANGEMENT

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF AXCAP

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF TAURA

ARTICLE 5 COVENANTS

ARTICLE 6 CONDITIONS

ARTICLE 7 ADDITIONAL COVENANTS

1.2 Interpretation

1.3 Number, Gender and Persons

1.4 Date for Any Action

1.5 Currency

1.6 Accounting Matters

1.7 Knowledge

1.8 Schedules

ARTICLE 2

THE ARRANGEMENT

2.1 Arrangement

2.2 Interim Order

2.3 Obligations of Taura

2.4 Obligations of Axcap

2.5 Final Order

2.6 Court Proceedings

2.7 The Arrangement and Effective Date

2.8 Payment of Consideration

2.9 Announcements and Consultations

2.10 Withholding Taxes

2.11 Adjustment to Consideration

2.12 List of Shareholders

2.13 U.S. Securities Law Matters

2.14 Change of Board of Directors and Executive Officers

2.15 Share for Share Exchange

ARTICLE 3

3.1 Representations and Warranties of Axcap

3.2 Survival of Representations and Warranties

ARTICLE 4

4.1 Representations and Warranties of Taura

4.2 Survival of Representations and Warranties

ARTICLE 5

5.1 Covenants of Axcap Relating to the Arrangement

5.2 Covenants of Axcap Relating to the Conduct of Business

5.3 Covenants of Taura Relating to the Arrangement

5.4 Covenants of Taura Relating to the Conduct of Business

5.5 Additional Agreements Regarding Specified Matters

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent in Favour of Taura

6.3 Additional Conditions Precedent in Favour of Axcap

6.4 Satisfaction of Conditions

ARTICLE 7 ADDITIONAL COVENANTS

7.1 Covenant Regarding Non-Solicitation

7.2 Covenant Regarding Acquisition Proposal

7.3 Taura's Right to Accept a Superior Proposal

7.4 Access to Information; Confidentiality; Transition

7.5 Insurance and Indemnification

7.6 Notice and Cure Provisions

ARTICLE 8

8.1 Term

8.2 Termination

8.3 Termination Payment

8.4 Amendment

8.5 Waiver

ARTICLE 9

9.1 Privacy

9.2 Notices

9.3 Governing Law

9.4 Injunctive Relief

9.5 Time of Essence

9.6 Entire Agreement, Binding Effect and Assignment

9.7 No Liability

9.8 Severability

9.9 Counterparts, Execution

TAURA GOLD INC.

AXCAP VENTURES INC.

Section 1.2 Interpretation Not Affected by Headings, etc.

Section 1.3 Number

Roxmore Resources Inc. M&A Activity 2025