TSXV:AXO | 0TO.F

San Antonio Gold Project

San Antonio Gold Project

Sonora, Mexico

San Antonio NI 43-101

Overview

The San Antonio Gold Project is a premier brownfield, past-producing open-pit gold asset in Sonora, Mexico—approximately 160 km southeast of Hermosillo, in a top-tier mining jurisdiction. Recently acquired by Axo Copper Corp., the project features existing 4,000 tpd heap leach and CIC processing infrastructure (built 2021), a mineral resource of ~1.1 Moz Au at 1.11 g/t across five deposits plus ~3.1 Moz Ag, excellent on-site facilities, grid power, highway access, and strong local Ejido agreements—delivering a turnkey, low-capex opportunity for near-term restart and significant exploration upside.

Past Producing Brownfields Gold Complex Unlocking District-scale Potential in Mexico

  • Former copper oxide operation (2018), now advancing as a gold project with +13 koz Au processed from stockpiles (2023) and an initial +1 Moz Au open-pit resource (2022)
  • Established infrastructure: 4,000 tpd mill, highway and power access, camp, admin facilities, and water supply on site

High-Grade Open Pit Constrained Resource Base

  • High-grade initial gold resource: 576 koz (1.2 g/t) indicated and 544 koz (1.0 g/t) inferred across five deposits over 2.8 km strike
  • Supported by ~85,000 m of drilling, including 27,000 m completed in 2021
  • Over 90% of ounces in Golfo de Oro, California, and Sapuchi deposits

Large Land Package With Strong Exploration Potential

  • Extensive land package comprised of 43 concessions covering 11,338 ha of prospective ground
  • +12 compelling exploration targets across 4 mineral trends totaling more than 10 km of strike length remain underexplored; District potential with opportunity to expand on existing resources at each deposit

Transaction Terms

Summary of Transaction Terms and Stream Amendment

San Antonio Acquisition Details

Upfront Share Consideration

  • 15,305,536 common shares representing approximately 9.99% of AXO basic shares outstanding

Deferred VAT Payment

  • Cash payment equal to 70% of any Mexican VAT refunds

Milestone Payments

  • US$2M Cash or AXO shares upon Feasibility Study
  • US$2M Cash or AXO shares upon first gold pour

Anti-Dilution Rights

  • AXO will issue shares to ODV to maintain its 9.99% stake on AXO’s first US$10M financing

Lock-up and Voting Support

  • ODV will agree to a 12-month lock-up on Axo shares and provide voting support on certain matters for 24 months post-closing

Stream Amendment Details

Stream Amendments

  • Payable Au and Ag reduced from 15.0% to 7.15%
  • Au and Ag transfer price increased from 15% to 30% of spot reference prices

Upfront Share Consideration

  • 7,652,768 common shares representing approximately 4.99% of AXO basic shares outstanding

Milestone Payments

  • Up to US$6M (net of transfer payments) payable in gold, with US$2M payable at each of the 50 koz, 100 koz, and 150 koz gold production milestones

Anti-Dilution Rights

  • AXO will issue shares to OR to maintain its 4.99% stake on AXO’s first US$10M financing

Lock-up and Voting Support

  • OR will agree to a 12-month lock-up on AXO shares and provide voting support on certain matters for 24 months post-closing

Project History

Established Mining Complex with Brownfields Infrastructure Poised for Re-start

Historic Mining:

  • Underground development at Sapuchi, Luz del Cobre, Realito; Luz del Cobre had six levels (1970s)

Exploration History:

  • 1994–96: >282 drill holes (45,367 m) targeting Sapuchi, Golfo de Oro
  • 2003–08: 151 holes (18,591 m) by Zaruma; defined Luz del Cobre extensions and Calvario deposit
  • 2021: Osisko Development drilled 177 holes (27,870 m) and mapped over 250 ha.

Prior Mining Operations:

  • Luz del Cobre SX/EW copper operation (2012–2018); produced ~19Kt cathode Cu; Heap leach test on California deposit (2000–01): ~25Kt Cu mined, ~500 oz Au recovered

Brownfields Infrastructure:

  • Historic camp near Yaqui River; water well (350,000 m³/year); 13.2 KV power line; crushing/conveying equipment remains on site

Operations & Infrastructure

Land & Resources

  • Land Package: Covers 43 concessions totaling 11,338 hectares.
  • Historical Work: Includes ~85,000 meters of drilling across 584 holes.
  • Mineral Resource: Approximately 1.1 million ounces (Moz) of gold (Au) at an average grade of 1.11 g/t Au across five deposits, plus an additional ~3.1 Moz of silver (Ag). (Note: Some public references align with this scale, though resource details may vary slightly by reporting period or category; this matches the provided figures.)
  • The project has a history as a past-producing oxide copper mine (2011–2018), later transitioned toward gold processing under prior ownership.

Operations & Infrastructure

Mining Method: Open-pit with truck-and-shovel operations, targeting oxide, transitional, and sulphide zones.

Processing Infrastructure: Built in 2021, includes a 4,000 tonnes per day (tpd) heap leach circuit and carbon-in-column (CIC) plant. Heap leach recoveries are targeted at ~70% for Au and ~60% for Ag in oxides; transitional/sulphide zones aim for ~90% Au recovery.

Current Stage: Focus on stockpile processing (historical activity under Osisko processed stockpiles from Q1 2022 to Q3 2023, producing and selling ~13,591 oz Au via heap leach). No active full-scale mining recently; the site is in care-and-maintenance/post-stockpile phase.

Infrastructure Advantages: Excellent existing setup with on-site camp (up to 200 personnel), administration facilities, water supply, 13.2 kV power line connected to the grid, paved highway access, and agreements with local Ejidos (communal land holders). This supports very low capital expenditure (capex) for restart.

Unlocking Value Across Shallow, Low-Strip Deposits

Near-surface Shallow Deposits with Low-strip for Cost Efficient Mining

  • Metallurgical testwork confirms recoveries of ~70% for oxides; ~90% for transition and sulphides, further enabling low-cost phased development
  • The Project's main deposits are as follows (as of the 2022 MRE):

Sapuchi deposit

  • Indicated: 1.9 Mt oxide at 0.85 g/t Au (53 koz Au), 1.4 Mt transition at 1.04 g/t Au (47 koz Au), and 2.1 Mt sulphide at 0.94 g/t Au (62 koz Au), totaling 162 koz Au
  • Inferred: 3.2 Mt oxide at 0.74 g/t Au (75 koz Au), 1.6 Mt transition at 0.92 g/t Au (48 koz Au), and 2.8 Mt sulphide at 0.92 g/t Au (84 koz Au), totaling 208 koz Au

Golfo de Oro deposit

  • Indicated: 0.2 Mt oxide at 1.07 g/t Au (7 koz Au), 0.1 Mt transition at 1.19 g/t Au (6 koz Au), and 5.3 Mt sulphide at 1.46 g/t Au (249 koz Au), totaling 262 koz Au
  • Inferred: 0.5 Mt oxide at 0.80 g/t Au (12 koz Au), 0.2 Mt transition at 0.93 g/t Au (5 koz Au), and 5.7 Mt sulphide at 1.29 g/t Au (237 koz Au), totaling 254 koz Au

California deposit

  • Indicated: 0.6 Mt oxide at 0.93 g/t Au (17 koz Au), 0.2 Mt transition at 0.79 g/t Au (6 koz Au), and 3.1 Mt sulphide at 1.31 g/t Au (130 koz Au), totaling 153 koz Au
  • Inferred: 0.4 Mt oxide at 0.68 g/t Au (8 koz Au), 0.1 Mt transition at 0.85 g/t Au (4 koz Au), and 1.1 Mt sulphide at 1.27 g/t Au (46 koz Au), totaling 58 koz Au

Large Land Package With Strong Exploration Potential

Multiple Mineralized Trends with Open Extensions and High-grade Zones

  • Extensive land package comprised of 43 concessions covering 11,338ha with strong infrastructure and access for aggressive exploration
  • Four mineralized trends extend 8-15km with multiple underexplored targets
    • +12 compelling exploration targets covering four mineral trends totaling +10 km of strike length
    • 2021 mapping covered 250ha and identified new intrusive and breccia targets at Miguelillas, Brindeña and Tapeste
  • Recent drilling confirmed continuity of high-grade breccia-hosted mineralization and opened new corridors for expansion
    • 2021 drilling totaled 27,870m and extended Sapuchi west and south
    • Opened corridor toward Luz del Cobre with step-outs at California and Golfo de Oro
    • In excess of 14,400 soil samples and 13,900 rock samples
    • Geological models show oxide, transition and sulphide zones with shells above 0.2g/t Au supporting both shallow and deep targets

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