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

Vancouver, British Columbia--(Newsfile Corp. - June 3, 2025) - Carlyle Commodities Corp. (CSE: CCC) (FSE: BJ4) (OTC: CCCFF) ("Carlyle" or the "Company") is pleased to announce, that further to its news release dated May 26, 2025, it has closed its previously announced transaction with Axcap Ventures Inc. ("Axcap") to sell a 100% interest in its Newton Gold Project (the "Newton Project"), located in British Columbia, Canada (the "Transaction"), pursuant to the terms of the Mineral Property Purchase Agreement dated May 23, 2025 (the "Agreement").

Under the terms of the Agreement, in consideration of the Newton Project, Carlyle received aggregate consideration comprising cash, shares and warrants, as follows:

• $500,000 in cash payments;

• 500,000 common share purchase warrants of Axcap (the "Payment Warrants"), exercisable at $0.20 per share until June 3, 2028;

• 3,750,000 common shares of Axcap (the "Initial Payment Shares"); and

• Common shares of Axcap valued at $1,250,000 (the "Secondary Payment Shares") to be issued 12 months following closing of the Transaction at a 20-day VWAP leading up to the anniversary of the Transaction, subject to Canadian Securities Exchange minimum pricing requirements.

Additionally, upon completion of certain milestones, as set forth below, Axcap will pay Carlyle the following consideration:

Milestone	Share Payment	Cash Payment
2,000,000 oz Au (Measured or Indicated Resource)	2,500,000 shares	$250,000
3,000,000 oz Au (Measured or Indicated Resource)	5,000,000 shares	$250,000
Completion of NI 43-101 Pre-Feasibility Study	5,000,000 shares	$500,000
Completion of Bankable Feasibility Study	10,000,000 shares	$1,000,000

 

Pursuant to the terms of the Agreement, the Initial Payment Shares are subject to voluntary resale restrictions as follows: 25% will become freely tradable on August 3, 2025; an additional 25% will become freely tradable every two months thereafter, with the final 25% becoming freely tradable on June 3, 2026. The Secondary Payment Shares will also be subject to voluntary resale restrictions as follows: 25% will become freely tradable four months following the date of issuance; an additional 25% will become freely tradable each subsequent month, with the final 25% becoming freely tradable seven months after issuance. Additionally, the Payment Warrants, Initial Payment Shares, and Secondary Payment Shares are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.