Not for distribution to U.S. newswire services or for dissemination in the United States
HALIFAX, Nova Scotia, February 19, 2026 (GLOBE NEWSWIRE) — Axo Copper Corp. (TSXV AXO / WKN A416BY) (“Axo Copper” or the “Company“) is pleased to announce that it has closed its previously announced and upsized bought deal offering (the “Offering“) of securities of the Company (the “Securities“) with a syndicate of underwriters. Following the full exercise of the over-allotment option, a total of 57,500,000 units were sold at a price of $0.70 per unit (the “Offering Price“), for gross proceeds to the Company of $40,250,000. Each unit consists of one common share of the Company (a “Common Share“) and one-half of one common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder to purchase one common share (a “Warrant Share“) at a price of $1.00 per Warrant Share for a period of 18 months following the closing of the Offering, subject to early exercise. The Company intends to use the proceeds from the Offering for the continued advancement of the La Huerta Project and the San Antonio Project, as well as for working capital and general corporate purposes.
The Offering was led by a syndicate of underwriters co-led by Desjardins Capital Markets (“Desjardins“) and BMO Capital Markets (together with Desjardins, the “Co-Lead Underwriters“) as co-lead underwriters and joint bookrunners, and Stifel Canada (together with the Co-Lead Underwriters, the “Underwriters“). The Underwriters received a cash commission equal to 6.0% of the gross proceeds of the Offering.
Within five business days of the date of this news release, the Company will issue 2,363,516 Common Shares to Osisko Development Corp. (“ODV“) and 1,180,575 Common Shares to OR Royalties International Ltd. (“OR“), pursuant to a securities purchase agreement dated November 21, 2025 and a share issuance agreement dated November 21, 2025, respectively, such that ODV and OR will maintain their respective ownership interests of 9.99% and 4.99% in the Company, based on the original gross proceeds of the financing of US$10,000,000. For greater certainty, no additional Common Shares will be issued to ODV or OR in respect of proceeds in excess of US$10,000,000.
The Offering was conducted in all provinces of Canada, except Québec, and outside of Canada in accordance with applicable securities laws. The Offering is subject to final approval by the TSX Venture Exchange (“TSXV“). The TSXV has conditionally approved the Offering and the listing of the Common Shares and Warrant Shares.
This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or under the securities laws of any U.S. state, and may not be offered or sold in the “United States” or to “U.S. persons” (as such terms are 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 an exemption from such registration is available.
Advisors
In connection with the Offering, Fasken Martineau DuMoulin LLP acted as legal counsel to the Company and Wildeboer Dellelce LLP acted as legal counsel to the Underwriters.
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, and the San Antonio gold property, a formerly producing oxide copper mine in Sonora, Mexico.
For further information, please contact:
Jonathan Egilo
President and CEO
+1 613 882 5126
egilo@axocopper.com
RISK NOTICE/Disclaimer:
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain “forward-looking statements”. All statements in this news release that are not historical facts, including, without limitation, statements regarding the use of proceeds from the Offering, TSXV approval, and Axo Copper’s future plans and objectives, are forward-looking statements that involve various risks and uncertainties. Forward-looking statements are often identified by words such as “will”, “proposes”, “may”, “is expected”, “subject to”, “expects”, “estimates”, “intends”, “plans”, “forecast”, “could”, “vision”, “goals”, “objective”, “focus” and “outlook”, and other similar expressions. The forward-looking information in this news release is based on management’s opinions and assumptions considered reasonable at the time of publication, including, without limitation, the assumption that general business and economic conditions will not change materially adversely; the potential for high-grade copper mineralization on 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 that the expectations expressed in such forward-looking statements are based on reasonable assumptions, no assurance can be given that such statements will prove to be accurate, and actual results and future events may differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from the Company’s expectations include, among others, environmental risks, limitations of insurance coverage, risks and uncertainties related to exploration, development, operations, commodity prices and global financial volatility, including those arising from tariffs, risks and uncertainties related to operating in a foreign jurisdiction, as well as additional risks described from time to time in the Company’s filings with securities regulatory authorities. The Company disclaims any intention or obligation to update or revise any forward-looking information, except as required by applicable securities laws.
