Axcap Signs Definitive Mineral Property Purchase Agreement Acquiring the Newton Gold Project Located in British Columbia, Canada

• Axcap signs definitive Mineral Property Purchase Agreement acquiring the Newton Gold Project located in British Columbia, Canada

• The Newton Gold Project has an inferred mineral resource containing 842,900 oz of Au, and 4,506,100 oz of Ag with an average grade of 0.64 g/t Au¹

VANCOUVER, BC / ACCESS Newswire / May 26, 2025 / Axcap Ventures Inc. ("Axcap") (CSE:AXCP)(OTC PINK:GARLF) and Carlyle Commodities Corp. (CSE:CCC)(FSE:BJ4)(OTCQB:CCCFF) ("Carlyle") are pleased to announce that they have entered into a definitive Mineral Property Purchase Agreement dated May 23, 2025 (the "Agreement") pursuant to which Axcap will acquire a 100% interest in Carlyle's Newton Gold Project (the "Newton Project"), located in British Columbia, Canada (the "Transaction").

Newton Project Summary

The Newton Property is located approximately 108 km west-southwest of Williams Lake, British Columbia and consists of 62 claims comprising an area of approximately 23,003 ha. Carlyle, indirectly through its wholly-owned subsidiary ISAAC Newton Mining Corp., holds a 100% interest of the mineral claims comprising the Newton Project, subject to a 2% net smelter return royalty held by AMARC Resources Ltd. and the related annual advance royalty payment of $25,000; and the 2% net smelter return royalty on certain mineral claims comprising the Newton Project in favour of two underlying owners, which can be purchased at any time for $2,000,000.

The Newton Project contains a current National Instrument 43-101 ("NI 43-101") Resource Calculation which utilizes optimized pit shell constraints to fulfil the requirement for "reasonable prospects for eventual economic extraction". The inferred mineral resource contains 842,900 oz of Au, and 4,506,100 oz of Ag with an average grade of 0.64 g/t Au, a cut off of 0.25 g/t Au throughout 41,071,100 tonnes.²

Terms of the Agreement

Under the terms of the Agreement, in consideration of the Newton Project, Carlyle will receive aggregate consideration comprising cash, shares, warrants, and contingent milestone payments, as outlined below. Completion of the Transaction remains subject to customary closing conditions, including, without limitation, receipt of Canadian Securities Exchange ("CSE") approval.

Initial Consideration:

• $500,000 in cash payments, $100,000 of which has been previously paid and $400,000 of which was paid upon the execution of the Agreement;