Axo Copper Announces Closing of $40,250,000 Bought Deal Financing Including Full Exercise of the Over-allotment Option

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Not for distribution to United States newswire services or for dissemination in the United States

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HALIFAX, Nova Scotia, Feb. 19, 2026 (GLOBE NEWSWIRE) — Axo Copper Corp. (TSXV:AXO) (“Axo Copper” or the “Company”) is pleased to announce that it has closed its previously announced and upsized bought deal offering (the “Offering”) of units of the Company (the “Units”) with a syndicate of underwriters. Following the full exercise of the over-allotment option, an aggregate of 57,500,000 Units were sold at a price of $0.70 per Unit (the “Offered Price”) for gross proceeds to the Company of $40,250,000. Each Unit is comprised 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 thereof to acquire 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 acceleration. The Company intends to use the proceeds of the Offering to continue the advancement of both the La Huerta Project and San Antonio Project, as well as for working capital and general corporate purposes.

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The Offering was completed by a syndicate of underwriters 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 were paid a cash commission of 6.0% on the gross proceeds of the Offering.

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Within five business days following the date hereof, the Company shall 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 pursuant to a share issuance agreement dated November 21, 2025, respectively, such that, following the issuance, ODV and OR retain their respective 9.99% and 4.99% ownership interests in the Company with respect to the initial US$10,000,000 of gross proceeds of the Offering. For certainty, no additional Common Shares will be issued to ODV or OR in respect of the proceeds raised above US$10,000,000.

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The Offering was conducted in each of the provinces of Canada, except Québec, and outside of Canada in accordance with applicable securities laws. The Offering is subject to final acceptance of the TSX Venture Exchange (“TSXV”). The TSXV has conditionally accepted the Offering and the listing of the Common Shares and Warrant Shares.

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they 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 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) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws, or in compliance with an exemption therefrom.

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Advisors

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In connection with the Offering, Fasken Martineau DuMoulin LLP acted as legal counsel for the Company, and Wildeboer Dellelce LLP acted as legal counsel to the Underwriters.