AXO Copper Corp. Announces $25M Bought Deal Financing of Units

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.

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HALIFAX, Nova Scotia, Jan. 28, 2026 (GLOBE NEWSWIRE) — AXO Copper Corp. (TSXV: AXO) (the “Company” or “AXO Copper”) is pleased to announce it has entered into an agreement with Desjardins Capital Markets and BMO Capital Markets, to act as co-lead underwriters and joint bookrunners (together with a syndicate of underwriters, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 35,715,000 units of the Company (the “Units“) at a price of $0.70 per Unit (the “Offering Price”) for gross proceeds to the Company of approximately $25,000,000 (the “Offering”).

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Each Unit is comprised of one common share of the Company and one-half of one warrant (each whole warrant, a “Warrant“). Each Warrant shall be exercisable into one common share of the Company (a “Warrant Share”) at a price of $1.00 per Warrant Share and for an exercise period of 18 months from the closing of the Offering. If, at any time prior to the expiry date of the Warrants, AXO Copper’s ten trading day volume weighted average closing price on the TSX Venture Exchange (the “TSXV“) (or other applicable exchange) equals or exceeds $1.25, AXO Copper may, within 10 days of the occurrence of such event, accelerate the expiry of the Warrants by delivering a notice to the holders of Warrants, in which case the Warrants will expire 30 days following the date of such notice (the “Accelerated Exercise Period“). Any unexercised Warrants remaining after the Accelerated Exercise Period will expire and be of no force and effect.

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The Company will grant the Underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering. If this option is exercised in full, an additional $3,750,075 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be approximately $28,750,000.

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The Company plans to use the net proceeds from the Offering for exploration and advancement of its La Huerta Project and San Antonio Gold Project, and for general working capital purposes. The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada, except Québec. The Units will also be sold to U.S. buyers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A of the United States Securities Act of 1933, as amended, and other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation arises.

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The Offering is scheduled to close on or about February 19, 2026 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSXV and the securities regulatory authorities.

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The short form prospectus will be filed with the securities commissions in each of the provinces of Canada except Québec and will be available on SEDAR+ at www.sedarplus.ca. Additionally, the short form prospectus may be obtained, without charge, upon request by contacting Desjardins Capital Markets at 25 York Street, Suite 1000, Toronto, Ontario, Canada M5J 2V5, attention: [email protected].