Dear Clients and Friends:
Chihuahua, Mexico – EC Rubio is pleased to announce its successful representation of Axo Copper Corp. in the strategic acquisition of the San Antonio Gold Project in Sonora State, Mexico. The transaction, which closed on January 27, 2026, represents a significant milestone in Axo Copper’s growth strategy and demonstrates EC Rubio’s capabilities in complex cross-border mining transactions.
Montreal-based Osisko Development Corp. sold its 100% interest in the San Antonio Gold Project to Axo Copper through the transfer of all equity interests of Sapuchi Minera S. de R.L. de C.V. The transaction includes an initial equity stake of 9.99% in Axo Copper (15,325,841 common shares) and contingent payments tied to project milestones, totaling up to US$4 million in additional payments upon completion of the feasibility study and first gold pour.
EC Rubio’s Corporate team provided comprehensive legal services throughout this transaction, which commenced in November 2025 and required intensive Mexico-Canada coordination. Such engagement included the structuring and execution of interdependent corporate acts that had to occur in a precise pre-closing, closing, and post-closing sequence, particularly in relation to lien releases, equity transfers, and the reconfiguration of corporate guarantee schemes. The firm led efforts to obtain and validate critical corporate documentation from both countries, managing the execution of notarial documentation by Canadian entities and their recognition in Mexico, while coordinating the flow of documentation between Montreal-based Osisko Development, Canadian advisors, Netherlands stakeholders, and Mexican regulatory authorities.
The firm’s scope included: structuring and maintaining a prior gold purchase and sale agreement; managing liens affecting target companies; coordinating the execution of powers of attorney across jurisdictions; leading international coordination among Mexican and Canadian advisors; and providing corporate legal risk mitigation strategies.
This cross-border coordination demanded meticulous attention as each jurisdiction presented unique requirements for corporate authorizations, apostilles, and documentary validations. EC Rubio worked closely with Canadian advisors to ensure seamless execution across borders, managing time zones and legal frameworks throughout the two-month process. This approach allowed us to anticipate and mitigate corporate and registry risks inherent to a cross-border operation of this nature, preserving the integrity of the closing process.
Our team’s capability and experience in managing complex documentation requirements across borders while maintaining focus on our client’s strategic objectives was key to this successful outcome.
Should you have any questions or comments regarding the foregoing, please do not hesitate to call your usual contact with the Firm.
Corporate M&A and Mining
Pablo Méndez Alvídrez / pablo.mendez@ecrubio.com
Yamel Hery Cázares Villarreal / yamel.cazares@ecrubio.com
Alejandro Guerra Herrera / alejandro.guerra@ecrubio.com
Juan Pablo Grijalva Sáenz / juan.grijalva@ecrubio.com
Kevin Daniel Rico Motis / daniel.rico@ecrubio.com
