Axcap Ventures Announces Upsizing of Private Placement

VANCOUVER, BC / ACCESSWIRE / November 4, 2024 / AXCAP VENTURES INC. (CSE:AXCP) (the "Company") is pleased to announce that further to its news release of October 15, 2024 that, due to strong investor demand, the Company has increased the size of its previously announced non-brokered private placement from $10,000,000 to approximately $15,000,000. The upsized offering will consist of up to 75,000,000 special warrants (the "Special Warrants") at the price of $0.20 per Special Warrant for gross proceeds of up to $15,000,000 (the "Offering").

Each Special Warrant will automatically convert into one unit of the Company (each, a "Unit"), as described below (the "Automatic Conversion"). Each Unit shall consist of one common share of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Share at a price of $0.20 per Share for a period of five years following the closing date. The securities will be issued on a post-split basis. See the Company's news release on October 8, 2024.

Each Special Warrant will automatically convert, for no additional consideration, into one Unit on the date that is the earlier of: (i) the third business day after (a) a receipt for a final prospectus or (b) the date of filing a prospectus supplement to a short form base shelf prospectus qualifying the distribution of the Shares and Warrants issuable upon the conversion of the Special Warrants, or (ii) 4 months and one day after the issue date of the Special Warrants.

The Company may pay finder's fee in cash and broker warrants in compliance with the policies of the Canadian Securities Exchange (the "CSE"). In addition, the Company has appointed 3L Capital Inc. as Financial Advisor to the transaction.

The Company anticipates closing of the Offering on or around November 11^th, 2024 and completion of the Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the CSE.

The Company intends to use the net proceeds from the Offering to advance its portfolio of investments in the mineral exploration space as well as for working capital and general corporate purposes, including further investments in technology, industrial and natural resource projects.

The Offering is being conducted pursuant to an exemption from the prospectus requirements under applicable securities laws. Prior to the Automatic Conversion of the Special Warrants, the securities issued under the Offering will be subject to a four month hold period from the date of closing of the Offering in addition to any other restrictions under applicable law.