The TSX Venture Exchange has accepted for filing documentation relating to Axo Copper Corp. arm's-length acquisition of Sapuchi Minera S. de R.L. de C.V., pursuant to the terms of a securities purchase agreement and an amended and restated gold and silver purchase agreement, in each case dated Nov. 21, 2025. Sapuchi Minera holds a 100-per-cent interest in the San Antonio gold project in Mexico.

The consideration payable pursuant to the agreements includes 22,981,091 company's common shares upon completion of the transaction and the following contingent payments of up to $4-million (U.S.), payable pursuant to the purchase agreement:

• Upon filing a feasibility study, $2-million (U.S.) payable in cash or through the issuance of up to an additional 9,398,496 shares;
• Upon the first gold pour at the San Antonio property being completed, $2-million (U.S.) payable in cash.

Furthermore, if the company completes equity financings after closing of the transaction that raise gross proceeds of at least $10-million (U.S.), up to an additional 8,279,785 shares may be issued under the agreements. If the issue price of the company's shares issued under the qualifying financing is less than 21.28 U.S. cents (being the U.S. equivalent of 30 Canadian cents based on the Bank of Canada daily exchange rate on Nov. 21, 2025), the company shall pay an amount in cash based on the difference between the number of company's shares that would have been issued based on the issue price of the qualifying financing and the number of company's shares actually issued as a result of the floor price.

Under the amended stream agreement, the company will make contingent payments up to $8.55-million (U.S.), payable in gold deliveries, subject to payment to the company for such gold deliveries at 30 per cent of the spot prices upon achievement of certain gold production milestones at the San Antonio project.

Pursuant to the purchase agreement, the company provided a non-interest-bearing loan to Sapuchi Minera in order for it to satisfy certain payment obligations to the Ejido community.

For further details, please refer to the company's news releases dated Nov. 24, 2025, and Jan. 27, 2026.