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Roxmore Announces Upsize Of Its Previously Announced Non-Brokered Private Placement To C$32,640,000

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private placement

Roxmore (TSX:RM / OTCQX:GARLF) increased its non-brokered private placement to raise C$32,640,000 by issuing 13,600,000 common shares at C$2.40 per share. Proceeds will primarily fund acceleration of the Converse Gold Project and general corporate purposes.

The Upsized Offering is expected to close on or about February 27, 2026, subject to customary conditions and TSX conditional acceptance; securities carry a statutory four-month-and-one-day hold period.

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Positive

  • C$32,640,000 gross proceeds committed
  • Sale of 13,600,000 common shares at C$2.40 each
  • Proceeds earmarked to accelerate Converse Gold Project

Negative

  • Securities subject to a statutory four-month-and-one-day hold period
  • Closing is subject to TSX conditional acceptance and customary regulatory approvals
  • Potential shareholder dilution from issuance of 13,600,000 common shares

News Market Reaction – GARLF

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In the Feb 18 session, GARLF gained 20.97%, reflecting a significant positive market reaction.

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Not for distribution to United States newswire services or for release publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.

VANCOUVER, BC / ACCESS Newswire / February 18, 2026 / Roxmore Resources Inc. (formerly, Axcap Ventures Inc.) (TSX:RM)(OTCQX:GARLF) ("Roxmore" or the "Company") is pleased to announce that, due to a high level of interest, it has increased the size of its previously announced non-brokered private placement (the "Upsized Offering") to now raise aggregate gross proceeds of C$32,640,000 through the sale of 13,600,000 common shares of the Company ("Common Shares") at a price of C$2.40 per Common Share.

The proceeds of the Upsized Offering will be used primarily to accelerate the advancement of the Converse Gold Project and general corporate purposes, as approved by management of the Company from time to time. The securities issued pursuant to the Upsized Offering are subject to a statutory hold period of four months and a day from the date of issuance.

The Upsized Offering is expected to close on or about February 27, 2026, or such other date or dates as the Company may determine. The closing of the Upsized Offering is subject to customary closing conditions, including receipt of all required regulatory approvals, including the conditional acceptance of the Toronto Stock Exchange (the "TSX"). In connection with the Upsized Offering, the Company may pay finder's fees to eligible finders in accordance with the rules and policies of the Toronto Stock Exchange.

About Roxmore Resources Inc.

Roxmore is focused on developing its flagship Converse Gold Project, one of the largest undeveloped gold deposits not owned by a major mining company in Nevada, USA. The Converse Gold Project is located within the prolific Battle Mountain trend containing 5.57Moz Au of Measured and Indicated Mineral Resources and 0.42Moz Au Inferred Mineral Resources (238mt at 0.539g/t Au for 4.13Moz Measured Mineral Resources; 92mt at 0.487g/t Au for 1.44Moz Indicated, 25mt at 0.528g/t Au for 0.42Moz Inferred Mineral Resources). With decades of expertise in Nevada and globally, our board of directors and management are focused on unlocking the potential of this project. For further details please refer to our technical report entitled "Amended and Restated NI 43-101 Technical Report and Mineral Resource Update, Converse Property, Humboldt County, Nevada, USA" dated effective February 13, 2025 which is available on our website at www.roxmoreresources.com and on our SEDAR+ profile at www.sedarplus.ca.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Vance Spalding, CPG, Executive VP Exploration for Roxmore, who is a "qualified person" within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

For further information please contact:

John Dorward
Chief Executive Officer & Executive Chairman
contact@roxmoreresources.com
Tel: + 1 905-961-4727

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 Upsized Offering (including the anticipated closing date, the use of gross proceeds therefrom, and the anticipated participants therein), the approval of the TSX, and the Company's Converse Gold Project. 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 the respective management of Roxmore 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, Roxmore 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.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

SOURCE: Roxmore Resources Inc.



View the original press release on ACCESS Newswire

FAQ

How much is Roxmore (GARLF) raising in the upsized private placement announced February 18, 2026?

Roxmore is raising C$32,640,000 through the upsized private placement. According to the company, proceeds come from sale of 13,600,000 common shares at C$2.40 per share to fund the Converse Gold Project and corporate purposes.

What is the price and share count for Roxmore's (GARLF) private placement announced February 18, 2026?

The offering price is C$2.40 per common share, with 13,600,000 shares to be issued. According to the company, the issuance yields aggregate gross proceeds of C$32,640,000 for project advancement and general corporate uses.

When is Roxmore (GARLF) expected to close the upsized offering and are there conditions?

The Upsized Offering is expected to close on or about February 27, 2026, subject to customary closing conditions. According to the company, closing requires regulatory approvals, including conditional acceptance by the Toronto Stock Exchange.

How will Roxmore (GARLF) use the proceeds from the C$32.64M private placement?

Proceeds will be used primarily to accelerate the Converse Gold Project and for general corporate purposes. According to the company, management will allocate funds for project advancement and other corporate needs over time.

Are there any resale restrictions on shares issued in Roxmore's (GARLF) February 18, 2026 offering?

Yes. Shares issued under the Upsized Offering are subject to a statutory hold period of four months and one day. According to the company, this restriction limits immediate resale by subscribers under applicable securities rules.