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Taura Gold Inc. (TSXV: TORA) ("Taura" or the "Company") is pleased to announce that it has dispatched by courier, to the holders of common shares ("Shares") of the Company (collectively, the "Shareholders"), the management information circular (the "Circular"), form of proxy, letter of transmittal (the "Letter of Transmittal") and related meeting materials (collectively, the "Meeting Materials") for the annual general and special meeting of Shareholders (the "Meeting") scheduled to be held at Suite 3200, 40 Temperance Street, Toronto, Ontario, M5H 0B4, on Friday, November 14, 2025, at 2:00 p.m. (Toronto time).
The Meeting is being held to consider and vote on: (i) a special resolution (the "Arrangement Resolution") to approve the previously-announced plan of arrangement (the "Arrangement") under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia), whereby Axcap Ventures Inc. ("Axcap") will acquire all of the issued and outstanding Shares, in exchange for common shares of Axcap, and (ii) certain annual and general business, all as more particularly described in the Circular.
Copies of the Circular and the Meeting Materials can be found on the Company's website at https://www.tauragold.com/ and under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
Completion of the Arrangement remains subject to, among other things: (i) the approval of the Arrangement Resolution at the Meeting; (ii) the receipt of the final order of the British Columbia Supreme Court in connection with the Arrangement; (iii) the receipt of the requisite approvals of the Canadian Securities Exchange and the TSX Venture Exchange ("TSXV"); and (iv) the satisfaction or waiver, where permitted, of certain additional conditions described in the Circular.
** YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY **
The board of directors of the Company (the "Board") has unanimously determined that the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders, for the reasons described in the Circular. Accordingly, the Board unanimously recommends that the Shareholders vote FOR the Arrangement Resolution. The Company also recommends that Shareholders vote FOR each of the annual and general items of business described in the Circular.
Shareholders are encouraged to vote well in advance of the proxy cut-off time of 11:00 a.m. (Vancouver time) on November 12, 2025 (assuming no adjournment or postponement of the Meeting).
In light of the ongoing Canada Post Corporation labour strike and associated mail and postal service disruption, Shareholders are encouraged to access the Meeting Materials electronically. Registered Shareholders may contact Endeavor Trust Corporation at proxy@endeavortrust.com or call +1 604-559-8880 for assistance in obtaining their individual control numbers in order to vote their Shares. Registered Shareholders are encouraged to vote their Shares via the internet at www.eproxy.ca using their control number and password or by email to proxy@endeavortrust.com. Non-registered Shareholders should contact their broker or other intermediary for assistance in obtaining their individual control numbers in order to vote their Shares, and are encouraged to vote their Shares via the internet at www.proxyvote.com. In addition, Shareholders are encouraged to deliver the Letter of Transmittal, any accompanying certificate(s), and all other required documents either by hand and obtain receipt therefor, or in the alternative, by courier (other than Canada Post Corporation) and obtain the appropriate insurance therefor, to ensure such deposit is not delayed by such labour strike or other mail and postal service disruption. For further instructions with respect to the delivery of the Letter of Transmittal, please refer to the Letter of Transmittal.
About Taura Gold Inc.
Taura is focused on gold exploration in Canada. It is currently actively exploring the Shabu Project in the Red Lake District of Northwestern Ontario. Taura is also active in assessing acquisition and joint venture opportunities in various jurisdictions from time to time.
For further information please contact:
John Dorward
President and Chief Executive Officer
Taura Gold Inc.
Tel: + 1 604-678-5308
Cautionary Statements
This news release contains forward-looking statements and forward-looking information (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 limitation, this news release contains forward-looking statements concerning the Arrangement and the conditions to the completion thereof, the details of the Meeting, and other statements that are not material facts. 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 those 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 approvals, 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 information, although considered reasonable by management of the Company at the time of preparation, 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, the Company 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.
Neither TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271860
