OR TO UNITED STATES NEWSWIRES Axo Copper Corp. Completes Initial Public Offering
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO
UNITED STATES NEWSWIRES
Axo Copper Corp. Completes Initial Public Offering
HALIFAX, NS, June 4, 2025 – Axo Copper Corp. (the “ Company”) today announced the successful
closing of its previously announced initial public offering (the “ Offering”) of units of the Company (the
“Units”). Pursuant to the Offering, the Company issued 20,909,300 Units at a price of $0.55 per Unit for
total gross proceeds of $11,500,115 (inclusive of the exercise in fu ll of the Over-Allotment Option (as
defined herein)). Each Unit consists of one co mmon share in the capital of the Company (a “ Common
Share”) and one-half of one Common Share purchase warrant of the Company (each whole Common Share
purchase warrant, a “Warrant”). Each Warrant is exercisable into one Common Share (each a “ Warrant
Share”) at an exercise price of $0.70 per Warrant Shar e at any time prior to 5:00 p.m. (Toronto time) on
June 4, 2027, subject to adjustment in certain events.
The Common Shares are expected to commence trading on the TSX Venture Exchange (“ TSXV”) at the
opening of markets today under the symbol “AXO”.
“We are proud to announce the closing of the Company’s initial public offering, a significant milestone as
the Company advances its high-grade La Huerta copper project. We’d like to thank existing shareholders
for continued support, in addition to welcoming new investors, as the Company begins its next exciting
chapter” says Jonathan Egilo, President and Chief Executive Officer of the Company.
The Offering was made through a syndicate of underwriters led by Stifel Nicolaus Canada Inc., as co-lead
underwriter and sole bookrunner, together with SCP Resource Finance LP, as co-lead underwriter (together,
the “Co-Lead Underwriters”), for and on behalf of a syndicate of underwriters that included BMO Nesbitt
Burns Inc., Desjardins Securities Inc., Ventum Financ ial Corp. and Haywood Securities Inc. (collectively,
the “Underwriters”). In consideration for the services provided by the Underwriters in connection with the
Offering, the Company paid the Underwriters an aggregate cash commission of approximately $490,116.
The Underwriters were granted an over-allotment option, exercisable, in whole or in part, at the sole
discretion of the Co-Lead Underwriters, at any time and from time to time, for a period of 30 days from
and including the closing of the Offering, to purchase up to an additional 15% of the Units sold under the
Offering, to cover the Underwriters' over-allocation po sition, if any, and for market stabilization purposes
(the "Over-Allotment Option"). Prior to closing, the Co-Lead Underwriters exercised the Over-Allotment
Option in full and an additional 2,727,300 Units were issued pursuant to the Offering.
Following completion of the Offering, the Comp any has 130,295,233 Common Shares issued and
outstanding, 107,385,933 of which are subject to certain restrictions on transfer.
Following completion of the Offeri ng, the Company has 3,500,000 options issued and outstanding (the
“Options”), 2,400,000 of which are subject to certain restrictions on transfer.
Of the 107,385,933 Common Shares subject to restri ctions on transfer, 17,133,333 Common Shares are
held by principals and of the 2,400,000 Options subject to restriction on transfer, 2,400,000 are held by the
principals and are subject to the following release schedule:
Release Dates
Percentage of Total Common
Shares and Options to be
Released
Total Number of Common
Shares and Options to be
Released
June 4, 2025 5% 856,666 Common Shares
120,000 Options
December 4, 2025 5% 856,668 Common Shares
120,000 Options
June 4, 2026 10% 1,713,333 Common Shares
240,000 Options
December 4, 2026 10% 1,713,333 Common Shares
240,000 Options
June 4, 2027 15% 2,570,000 Common Shares
360,000 Options
December 4, 2027 15% 2,570,000 Common Shares
360,000 Options
June 4, 2028 40% 6,853,333 Common Shares
960,000 Options
TOTAL 100% 17,133,333 Common Shares
2,400,000 Options
Of the 107,385,933 Common Shares subject to restri ctions on transfer, 33,000,000 Common Shares are
held by non-principals and are subject to the following release schedule:
Release Dates
Percentage of Common Shares
to be Released
Total Number of Common
Shares to be Released
June 4, 2025 10% 3,300,000 Common Shares
December 4, 2025 15% 4,950,000 Common Shares
June 4, 2026 15% 4,950,000 Common Shares
December 4, 2026 15% 4,950,000 Common Shares
June 4, 2027 15% 4,950,000 Common Shares
December 4, 2027 15% 4,950,000 Common Shares
June 4, 2028 15% 4,950,000 Common Shares
TOTAL 100% 33,000,000 Common Shares
Of the 107,385,933 Common Shares subject to restriction on transfer, 34,939,365 Common Shares are held
by non-principals and are subject to the following release schedule:
Release Dates
Percentage of Common Shares
to be Released
Total Number of Common
Shares to be Released
June 4, 2025 25% 8,734,841 Common Shares
December 4, 2025 25% 8,734,841 Common Shares
June 4, 2026 25% 8,734,841 Common Shares
December 4, 2026 25% 8,734,842 Common Shares
TOTAL 100% 34,939,365 Common Shares
Of the 107,385,933 Common Shares subject to restriction on transfer, 22,313,235 Common Shares are held
by non-principals and are subject to the following release schedule:
Release Dates
Percentage of Common Shares
to be Released
Total Number of Common
Shares to be Released
August 4, 2025 50% 11,156,618 Common Shares
October 4, 2025 50% 11,156,617 Common Shares
TOTAL 100% 22,313,235 Common Shares
Certain insiders of the Company participated in the Offering, acquiring an aggregate of 1,727,271 Units at
$0.55 per Unit for a total purchase price of $949,999.05. Participation of such insiders in the Offering
constitutes a “related party transaction” as de fined under Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI 61-101”) and is exempt from the formal valuation
and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the
securities issued to the insiders nor the consideration paid by the insiders exceeded 25% of the Company’s
market capitalization. The Company did not file a ma terial change report less than 21 days before the
expected closing date of the Offering as the insider participation was not settled until shortly prior to closing
and the Company wished to close on an expedited basis for sound business reasons.
The Offering was completed pursuan t to the Company’s final prosp ectus dated May 23, 2025 (the
“Prospectus”), and filed with the securities regulators in each of the provinces of Canada, except Quebec,
a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
TSXV Passport Listing
In December 2023, the TSXV introduced an innovative listing process (“TSXV Passport”) to identify its
most advanced new listing applicants and materially accelerate their listing and capital-raising timeline.
TSXV Passport is designed to fast-track the listi ng of advanced applicants meeting specified
criteria, including the requirement that (a) either the applicant (i) completes a minimum $10 million
majority arm’s length equity financing in connection with the listing application, or (ii) has a market
capitalization of at least $50 million at the time of listing and (A) has a minimum of $5 million of revenue
in the most recent financial year, or (B) completes a majority arm’s length equity financing representing
not less than 10% of the number of issued and outsta nding shares at the time of listing, and (b) a majority
of officers and directors of the applicant have at least a two-year positive track record with TSX- or TSXV-
listed companies during the ten years preceding the listin g application. The Compa ny is proud to be the
first company to complete a listing under TSXV Passport.
Early Warning Disclosure
Glenn Jessome, Executive Chairman, Corporate Secretary and Director of the Company, announces that he
has filed an early warning report disclosing that, on June 4, 2025, he acquired 454,544 Units under the
Offering. The Units were acquired at a price of $0.55 per Unit for a total purchase price of $249,999.20.
Prior to the closing of the Offering, Mr. Jessome beneficially owned, or exercised control or direction over,
16,000,000 Common Shares, representing approximat ely 14.6% of the issued and outstanding Common
Shares. Following the closing of the Offering, Mr. Jessome now beneficially owns, or exercises control or
direction over, 16,454,544 Common Shares on a non-dilu ted basis, representing approximately 12.6% of
the issued and outstanding Common Shares on a non-diluted basis, and 16,681,816 Common Shares on a
partially diluted basis, representing 12.8% of the issued and outstanding Common Shares on a partially
diluted basis.
Mr. Jessome acquired the Units for investment purposes. Depending on market conditions and other factors,
Mr. Jessome may from time to time acquire and/or dispose of securities of the Company or continue to hold
his current position.
No securities regulatory authority has either approved or disapproved the contents of this news release. This
news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the
Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities have not been and will not be registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act ”), or any U.S. state securities laws, and may not be offered, sold or
delivered, directly or indirectly, to, or for the account or benefit of, persons in the “United States” or “U.S.
persons” (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S.
Securities Act and all applicable U.S. state securities laws, or in compliance with an exemption therefrom.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About the Company
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.
The Company’s head office is located at 2446 Purcells Cove Road, Halifax, Nova Scotia, B3P 2E6.
Additional information can be found at the Company’s website: www.axocopper.com.
For further information, please contact:
Jonathan Egilo
President and Chief Executive Officer
613-882-5126
Forward-Looking Information
This news release includes certain “forward-looking stat ements”. All statements other than statements of
historical fact included in this release, including, without limitation, statements regarding the Offering, the
Company’s plans in respect of the La Huerta prop erty and receipt of all necessary regulatory approvals,
are forward-looking statements that involve various risks and uncertainties. Forward-looking statements
are frequently characterized by words such as “will” , “propose”, “may”, “is expected to”, “subject to”,
“anticipates”, “estimates”, “intends”, “plans”, “pro jection”, “could”, “vision”, “goals”, “objective”,
“focus” and “outlook” 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 c onditions 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 mi neral 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 ma terially from the Company’s expectations include
environmental risks, limitations on insurance coverage, risks and uncert ainties 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.