Mr. Jonathan Egilo reports

AXO COPPER COMPLETES ACQUISITION OF SAN ANTONIO GOLD PROJECT FROM OSISKO DEVELOPMENT

Further to the news release dated Nov. 24, 2025, Axo Copper Corp. has completed the acquisition of Sapuchi Minera S de RL de CV from Osisko Development Corp. pursuant to: (i) a securities purchase agreement with Osisko Development dated Nov. 21, 2025; and (ii) a share issuance agreement with OR Royalties International Ltd., a wholly owned subsidiary of OR Royalties Inc., dated Nov. 21, 2025. Sapuchi Minera holds a 100-per-cent interest in the San Antonio gold project located in Sonora state, Mexico. In connection with the transaction, Sapuchi Minera and OR International also entered into an amended and restated stream agreement, as described in the initial news release. Prior to closing, the parties agreed to certain revisions to the terms of the securities purchase agreement and share issuance agreement set forth in the initial news release, as described below.

Jonathan Egilo, Axo Copper's chief executive officer, commented: "We are excited to announce the closing of the acquisition of San Antonio and welcome two new shareholders, Osisko Development and OR International. We firmly believe this is a transformational move for the company. San Antonio is in the advanced development stages, has existing infrastructure, along with excellent exploration and resource growth potential. The transaction repositions Axo Copper as a late-stage development company while we continue to explore at our La Huerta project. We are well positioned for 2026 and look forward to begin advancing and growing San Antonio."

At closing of the transaction, the company issued 15,325,841 common shares of Axo Copper to Osisko Development and 7,655,250 Axo shares to OR International, in accordance with the securities purchase agreement and share issuance agreement, respectively.

The contingent consideration payable to Osisko Development under the securities purchase agreement was revised such that: (i) the first deferred payment of $2-million (U.S.) may be satisfied in cash or Axo shares, up to a maximum of 9,398,496 Axo shares, at Axo Copper's option, provided that, if the issue price of such Axo shares is below 21.28 U.S. cents per Axo share, the company will pay an amount in cash equal to the shortfall between $2-million (U.S.) and the U.S.-dollar-equivalent value of the Axo shares received; and (ii) the second deferred payment of $2-million (U.S.) will be paid in cash only. In addition, if Axo Copper completes one or more equity financings resulting in aggregate gross proceeds of at least $10-million (U.S.), Axo Copper may issue up to a maximum of 5,521,699 Axo shares to Osisko Development to maintain its ownership percentage. If the issue price is less than the floor price with respect to the issuance of Axo shares to Osisko Development in connection with a qualifying financing, Osisko Development will receive 5,521,699 Axo shares plus a cash amount equal to the shortfall caused by the issue price being less than the floor price.

Under the share issuance agreement, if the issue price is less than the floor price with respect to the issuance of Axo shares to OR International in connection with a qualifying financing, OR International will receive 2,758,086 Axo shares plus a cash amount equal to the shortfall caused by the issue price being less than the floor price.

Advisers

Stifel Canada acted as financial adviser to Axo Copper, and Fasken Martineau DuMoulin LLP acted as legal counsel to Axo Copper in connection with the transaction.

About Axo Copper Corp.

Axo Copper is a Canadian mineral exploration company engaged in the exploration and development of La Huerta property, a new copper discovery in Jalisco, Mexico. Initial exploration has yielded high-grade copper both at surface through sampling programs and at depth through initial drilling. The company is focused on continuing to define near-surface mineralization along La Huerta trend, expanding mineralization at depth and targeting new discoveries in an underexplored district.

We seek Safe Harbor.