MONTREAL, Nov. 14, 2025 /CNW/ - Auxico Resources Canada Inc. (CSE: AUAG) ("Auxico" or the "Company") is pleased to announce the partial revocation order granted by the Autorité des marchés financiers on November 14, 2025 (the "Partial Revocation") regarding the failure-to-file cease trade order issued on December 14, 2023 (the "CTO").

In connection with the Partial Revocation, Auxico announces its intention to raise an aggregate principal amount of $990,000 via a non-brokered private placement (the "Private Placement") of convertible debentures (the "Debentures"). The principal amount of each Debenture will be automatically converted into units of the Company (the "Units") on the maturity date at a price of $0.10 per Unit. Each Unit will consist of one common share of the Company and one warrant entitling the holder to purchase one common share at an exercise price of $0.10 for a period of three years from the closing date.

The purpose of the Private Placement is to raise sufficient capital to prepare and file all outstanding continuous disclosure documents, and subsequently apply for and obtain a full revocation order. The proceeds of the Private Placement will namely be applied towards the following: (i) accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents; (ii) filing fees associated with obtaining the Partial Revocation and the full revocation order; (iii) key employee salaries; and (iv) operational fees for the Mynastic property in Colombia.

Closing of the Private Placement will be subject to acceptance by the Canadian Securities Exchange and other customary closing conditions. In addition to the CTO and applicable resale restrictions under Canadian securities laws, the securities issued pursuant to the Private Placement will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.

The participation of certain directors or officers in the Private Placement would constitute a related party transaction as defined under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101"). The Company intends to rely on the exemption from the formal valuation requirement provided under Section 5.5(a) of Regulation 61-101 and the exemption from the minority shareholder approval requirement provided under Section 5.7(1)(a) of Regulation 61-101.

Prior to the closing of the Private Placement, the Company will provide written notice to each subscriber that the common shares of the Company will remain subject to the CTO until such time as a full revocation is granted and that the granting of the Partial Revocation does not guarantee the issuance of a full revocation order in the future.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any Debentures in the United States. The securities to be sold in the Private Placement have not been and will not be registered under 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.

About Auxico Resources Canada Inc.

Auxico Resources Canada Inc. is a Canadian company that was founded in 2014 and is based in Montreal, trading on the Canadian Stock Exchange (CSE) under symbol AUAG. Auxico is engaged in the acquisition, exploration and development of mineral properties in Colombia and Bolivia.

Additional information on Auxico can be found on the Company's website (www.auxicoresources.com) or on SEDAR+ (www.sedarplus.ca) under "Auxico Resources Canada Inc."

The CSE has neither approved nor disapproved the contents of this press release. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute "forward-statements." Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.

Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the planned studies, drill program and the development of the Minastyc, El Bento/Monte Verde or other Projects, its sampling programs, indications and other mining projects and prospects thereof, related to the Company's operations in Colombia and/or Bolivia. Such statements and information reflect the current view of the Company. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking information as a result of various risk factors. These factors include, among others, uncertainties arising from the COVID-19 pandemic, and general economic conditions or conditions in the financial markets. The reader is referred to the Company's public filings for a more complete discussion of such risk factors, and their potential effects, which may be accessed through the Company's profile on SEDAR+ (www.sedarplus.ca). Except as required by securities law, the Company does not intend, and does not assume any obligation, to update or revise any forward-looking information, whether as a result of new information, events or otherwise.

SOURCE Auxico Resources Canada Inc.

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