Carlyle(CG) Newsfile·2025-05-26 08:00Core Viewpoint - Axcap Ventures Inc. has entered into a definitive Mineral Property Purchase Agreement to acquire a 100% interest in Carlyle Commodities Corp.'s Newton Gold Project located in British Columbia, Canada, which is expected to enhance Axcap's portfolio and provide Carlyle with ongoing exposure to the project's future success [2][10]. Summary by Relevant Sections Transaction Overview - The agreement was signed on May 23, 2025, and involves Axcap acquiring the Newton Gold Project, which consists of 62 claims over approximately 23,003 hectares [2][3]. - Carlyle holds a 100% interest in the mineral claims, subject to a 2% net smelter return royalty and an annual advance royalty payment of 500,000 in cash, 500,000 common share purchase warrants, and 3,750,000 common shares of Axcap upon closing [7]. - An additional 1,000,000 in cash for completing a Bankable Feasibility Study [8]. Share Restrictions - The shares issued to Carlyle will have voluntary resale restrictions, with 25% becoming tradable two months after closing, and similar restrictions apply to the secondary payment shares [8]. Finder's Fee - Axcap will issue 1,212,500 common shares as a finder's fee, with a portion issued at closing and the remainder upon issuance of secondary payment shares [9]. Management Statements - Carlyle's CEO expressed confidence in Axcap's ability to advance the Newton Project, highlighting its potential in a bullish gold market [10]. - Axcap's Co-Founder noted the significant untested upside of the Newton Project and its potential to create value [10]. Company Backgrounds - Axcap Ventures focuses on acquiring gold projects in North America, aiming for established resources with expansion potential [15]. - Carlyle Commodities is engaged in mineral exploration and development, owning multiple projects in British Columbia [16].