Roxmore Announces Upsize of Its Previously Announced Non- Brokered Private Placement to C$32,640,000
ROXMORE ANNOUNCES UPSIZE OF ITS PREVIOUSLY ANNOUNCED NON-
BROKERED PRIVATE PLACEMENT TO C$32,640,000
Not for distribution to United States newswire services or for release publication, distribution or
dissemination, directly or indirectly, in whole or in part, in or into the United States.
Vancouver, British Columbia – February 18, 2026 – Ro xmore Resources Inc. (for merly, Axcap Ventures
Inc.) (TSX: RM, OTCQX: GARLF) (“Roxmore” or the “Company”) is pleased to announce that, due to a
high level of interest, it has increased the size of its previously announced non-brokered private
placement (the “Upsized Offering”) to now raise aggregate gross proceeds of C$32,640,000 through the
sale of 13,600,000 common shares of the Company (“Common Shares”) at a price of C$2.40 per Common
Share.
The proceeds of the Upsized Offering will be used primarily to accelerate the advancement of the Converse
Gold Project and general corporate purposes, as approved by management of the Company from time to
time. The securities issued pursuant to the Upsized O ffering are subject to a statutory hold period of four
months and a day from the date of issuance.
The Upsized Offering is expected to close on or about February 27, 2026, or such other date or dates as
the Company may determine. The closing of the Upsized Offering is subject to customary closing
conditions, including receipt of all required regulatory approvals, including the conditional acceptance of the
Toronto Stock Exchange (the “ TSX”). In connection with the Upsized Offering, the Company may pay
finder’s fees to eligible finders in accordance with the rules and policies of the Toronto Stock Exchange.
About Roxmore Resources Inc.
Roxmore is focused on developing its flagship Converse Gold Project, one of the largest undeveloped gold
deposits not owned by a major mining company in Ne vada, USA. The Converse Gold Project is located
within the prolific Battle Mountain trend containi ng 5.57Moz Au of Measured and Indicated Mineral
Resources and 0.42Moz Au Inferred Mineral Resour ces (238mt at 0.539g/t Au for 4.13Moz Measured
Mineral Resources; 92mt at 0.487g/t Au for 1.44Moz Indicated, 25mt at 0.528g/t Au for 0.42Moz Inferred
Mineral Resources). With decades of expertise in Nevada and global ly, our board of directors and
management are focused on unlocking the potential of this project. For further details please refer to our
technical report entitled “Amended and Restated NI 43-101 Technical Report and Mineral Resource
Update, Converse Property, Humboldt County, Nevada, USA” dated effective February 13, 2025 which is
available on our website at www.roxmoreresources.com and on our SEDAR+ profile at www.sedarplus.ca.
Qualified Person
The scie
ntific and technical information contained in this news release has been reviewed and approved
by Vance Spalding, CPG, Executive VP Exploration for Roxmore, who is a “qualified person” within the
meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
For further information please contact:
John Dorward
Chief Executive Officer & Executive Chairman
Tel: + 1 905-961-4727
Cautionary Statements
This news release contains forward-looking statem ents and forward-looking info rmation (collectively,
“forward-looking statements”) within the meaning of applicable securities laws. Any statements that are
contained in this news release that are not statements of historical fact may be deemed to be forward-
looking statements. Forward- looking statements are often identified by terms such as “may”, “should”,
“anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended
to identify forward-looking statements. More particularly and without limit ation, this news release contains
forward-looking statements concerning the Upsized Offering (including the anticipated closing date, the use
of gross proceeds therefro m, and the anticipated participants therein), the appro val of the TSX, and the
Company’s Converse Gold Project. Forward-looking statements are inherently uncertain, and the actual
performance may be affected by a number of material factors, assumptions and expectations, many of
which are beyond the control of the Company, including expectations and assumptions concerning general
economic and industry conditions, applicable laws and regulations, commodity prices, the use of proceeds, and the
future business and operational needs of the Company. Readers are cautioned that assumptions used in the
preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may
cause actual results to differ materially from thos e predicted as a result of numerous known and unknown
risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, but
not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices,
currency fluctuations, dependency upon regulatory approval s, the uncertainty of obtaining additional
financing and exploration risk. Readers are further cautioned not to place undue reliance on any forward-
looking statements, as such info rmation, although considered reasonable by the respective management
of Roxmore at the time of preparat ion, may prove to be incorrect and actual results may differ materially
from those anticipated. The forward-looking statements contained in this news release are made as of the
date of this news release and are expressly qualified by the foregoing cautionary statement. Except as
expressly required by securities law, Roxmore does not undertake any obligation to update publicly or to
revise any of the included forward-looking statements, whether as a result of new information, future events
or otherwise.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities
in the United States. 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 state securities laws and may not
be offered or sold within the United States or to U. S. Persons unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such registration is available.