AXO Copper Completes Acquisition of San Antonio GOLD Project from Osisko Development This News Release is Intended FOR Distribution in Canada Only and is Not Intended FOR Distribution to United States Newswire Services or FOR
AXO COPPER COMPLETES ACQUISITION OF SAN ANTONIO GOLD PROJECT FROM OSISKO
DEVELOPMENT
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Halifax, NS – January 27, 2026 – Axo Copper Corp. (TSXV: AXO) (“ Axo Copper” or the “Company”) is
pleased to announce that, further to its news release dated November 24, 2025 (the “ Initial News
Release”), it has completed the acquisition (the “ Transaction”) of Sapuchi Minera S. de R.L. de C.V.
(“Sapuchi Minera”) from Osisko Development Corp. (“ Osisko Development”) pursuant to (i) a securities
purchase agreement with Osisko Development dated November 21, 2025 (the “ Securities Purchase
Agreement”), and (ii) a share issuance agreement with OR Royalties International Ltd. (“ OR
International”), a wholly-owned subsidiary of OR Royalties Inc., dated November 21, 2025 (the “ Share
Issuance Agreement ”). Sapuchi Minera holds a 100% interest in the San Antonio gold project (“ San
Antonio”) 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 CEO, 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 (“ Axo
Shares”) 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 US$2,000,000 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 (the " Issue Price") is below US$0.2128 per Axo Share (the “ Floor Price”), the
Company will pay an amount in cash equal to the shortfall between US$2,000,000 and the US dollar-
equivalent value of the Axo Shares received; and (ii) the second deferred payment of US$2,000,000 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 US$10,000,000 (a “Qualifying Financing”), 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.
Advisors
Stifel Canada acted as financial advisor to Axo Copper and Fasken Martineau DuMoulin LLP acted as
legal counsel to Axo Copper in connection with the Transaction.
Contact Information
Jonathan Egilo
President and CEO
613 882 5126
About Axo Copper
Axo Copper Corp. is a Canadian mineral exploration company engaged in the exploration and
development of the 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 the La Huerta Trend,
expanding mineralization at depth, and targeting new discoveries in an underexplored district.
Additional information can be found at the Company's website: www.axocopper.com.
Caution Regarding Forward-Looking Information
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release includes certain "forward-looking statements". All statements other than statements of
historical fact included in this release, including, without limitation, statements regarding the Company's
plans in respect of the La Huerta property and the San Antonio property are forward-looking statements
that involve various risks and uncertainties. Forward-looking statements in this news release are
characterized by words and phrases such as "believe", "if", "will", "propose", "may", "is expected to",
"subject to", "provided that" "anticipates", "intends", "plans", "could", and "focus" and other similar words.
Forward-looking information in this news release is based on the opinions and assumptions of
management considered reasonable as of the date hereof, including, but not limited to, general business
and economic conditions will not change in a materially adverse manner; the potential of high grade
copper mineralization at the Company's properties; the results (if any) of further exploration work to define
and expand mineral resources; the ability of exploration work (including drilling) to accurately predict
mineralization; and the ability to generate additional drill targets. Although the Company believes the
expectations expressed in such forward-looking statements are based on reasonable assumptions, there
can be no assurance that such statements will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements. Important factors that could cause actual
results to differ materially from the Company's expectations include environmental risks, limitations on
insurance coverage, risks and uncertainties related to exploration, development, operations, commodity
prices and global financial volatility including as a result of tariffs, risk and uncertainties of operating in a
foreign jurisdiction as well as additional risks described from time to time in the filings made by the
Company with securities regulators. The Company disclaims any intention or obligation to update or
revise any forward-looking information, other than as required by applicable securities laws.