Carlyle Completes Sale of Newton Gold Project to Axcap Ventures Inc.

Core Viewpoint - Carlyle Commodities Corp. has successfully completed the sale of its Newton Gold Project to Axcap Ventures Inc., marking a significant transaction in the mineral exploration sector [1]. Group 1: Transaction Details - Carlyle sold a 100% interest in the Newton Gold Project located in British Columbia, Canada, under a Mineral Property Purchase Agreement dated May 23, 2025 [1]. - The total consideration received by Carlyle includes cash, shares, and warrants, with specific milestone payments outlined [2]. - Axcap will pay Carlyle additional consideration based on achieving certain milestones related to gold resources and feasibility studies, including up to 10 million shares and $1 million in cash [2]. Group 2: Payment Structure - The payment structure includes an initial cash payment of$500,000, 3,750,000 common shares, and 500,000 common share purchase warrants exercisable at $0.20 per share until June 3, 2028 [4]. - Secondary payment shares valued at$1,250,000 will be issued 12 months after the transaction, based on a 20-day volume-weighted average price [4]. - The shares are subject to voluntary resale restrictions, with a phased release schedule over the next year [2]. Group 3: Finder's Fee - Axcap issued 1,212,500 common shares as a finder's fee to an arm's length finder, with part of the shares issued upon closing and the remainder contingent on future payments [3].