Mr. Morgan Good of Carlyle Commodities reports

CARLYLE AND AXCAP SIGN DEFINITIVE MINERAL PROPERTY AGREEMENT FOR SALE OF NEWTON GOLD PROJECT

Axcap Ventures Inc. and Carlyle Commodities Corp. have entered into a definitive mineral property purchase agreement dated May 23, 2025, pursuant to which Axcap will acquire a 100-per-cent interest in Carlyle's Newton gold project, located in British Columbia, Canada.

Newton project summary

The Newton property is located approximately 108 kilometres west-southwest of Williams Lake, B.C., and consists of 62 claims comprising an area of approximately 23,003 hectares. Carlyle, indirectly through its wholly owned subsidiary, Isaac Newton Mining Corp., holds a 100-per-cent interest of the mineral claims comprising the Newton project, subject to a 2-per-cent net smelter return royalty held by Amarc Resources Ltd. and the related annual advance royalty payment of $25,000; and a 2-per-cent 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-million.

The Newton project contains a current National Instrument 43-101 resource calculation, which utilizes optimized pit-shell constraints to fulfill the requirement for reasonable prospects for eventual economic extraction. The inferred mineral resource contains 842,900 ounces of gold and 4,506,100 ounces of silver with an average grade of 0.64 gram per tonne gold, a cut-off of 0.25 gram per tonne gold throughout 41,071,100 tonnes.

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 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;
• 500,000 common share purchase warrants of Axcap, exercisable at 20 cents per share for a period of three years (subject to CSE minimum pricing requirements), to be issued on closing of the transaction;
• 3.75 million common shares of Axcap to be issued on closing of the transaction;
• Common shares of Axcap valued at $1.25-million to be issued 12 months following closing of the transaction at a 20-day VWAP (volume-weighted average price) leading up to the anniversary of the Transaction, subject to CSE minimum pricing requirements.

Milestone payments

Additionally, upon completion of certain milestones, as set forth below, Axcap will pay Carlyle the following consideration, subject to CSE approval.

Pursuant to the terms of the agreement, the initial payment shares to be issued to Carlyle will be subject to voluntary resale restrictions as follows: Twenty-five per cent will become freely tradable two months following the closing date of the transaction; an additional 25 per cent will become freely tradable every two months thereafter, with the final 25 per cent becoming freely tradable 12 months after closing. The secondary payment shares issued will also be subject to voluntary resale restrictions as follows: Twenty-five per cent will become freely tradable four months following the date of issuance; an additional 25 per cent will become freely tradable each subsequent month, with the final 25 per cent becoming freely tradable seven months after issuance. Additionally, the payment warrants, initial payment shares and secondary payment shares will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

Further, in connection with the transaction, Axcap has agreed to pay a finder's fee by the issuance 1,212,500 common shares of Axcap to an arm's-length finder, whereby 587,500 finder shares will be issued on the closing of the transaction and 625,000 finder shares will be issued upon issuance of the secondary payment shares, subject to applicable securities laws and the policies of the CSE. The finder shares will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

Morgan Good, chief executive officer of Carlyle, stated: "We are very pleased to finalize the definitive agreement with Axcap. The Newton gold project represents a highly prospective asset, and we are confident that Axcap has the technical and financial capacity to advance its development. This transaction provides Carlyle and its shareholders with significant ongoing exposure to future success at Newton and an opportunity to see potential increased Carlyle shareholder value particularly with a bullish gold market enhancing and Axcap's well funded Company."

Mario Vetro, co-founder and director of Axcap, stated: "With Artemis bringing Blackwater into production, we have seen the tremendous value that can be created through large-tonnage gold deposits in B.C. We believe Newton to have significant untested upside with potential to grow the resource and create value in the first Canadian addition to our portfolio of assets. The conditions of the deal being largely equity in Axcap, underscore the vendors view of the underappreciated value of our equity."

Technical report

A copy of Axcap's National Instrument 43-101-compliant "Technical Report on the Updated Mineral Resource Estimate for the Newton Project, Axcap Ventures, Central British Columbia, Canada," dated Dec. 1, 2024, written by Michael F. O'Brien, PGeo, Kelly Mcleod, PEng, and Douglas Turnbull, PGeo, which contains the updated Newton resource calculation, is available under Axcap's profile on SEDAR+.

Quality assurance/quality control (QA/QC)

Carlyle has applied a rigorous QA/QC program at the Newton project using best industry practice. All core was logged by a geoscientist. The Newton drill core was drilled at NQ diameter. The drill core was split in half using a core saw and each sample half was placed in a marked sample bag with corresponding sample tag then sealed. The remaining half core is retained in core boxes that are stored in a secure facility. The chain of custody of samples was recorded and maintained for all samples from the drill to the laboratory. All diamond drilling sample batches included 5 per cent QA/QC samples consisting of certified blanks, standards and field duplicates. Multiple certified ore assay laboratory standards and one blank standard were used in the process. Samples were submitted to Bureau Veritas British Columbia, an independent ISO 9001:2008 certified lab, for gold, silver and base metal analysis using inductively coupled plasma (ICP) and fire assay (FA) methods. Samples were prepared by crushing the entire sample to 75 per cent passing two millimetres, riffle splitting 250 grams and pulverizing the split to better than 85 per cent passing 75 microns. Gold was analyzed using a 30-gram fire assay and ICP-AES. The performance on the blind standards, blanks and duplicates achieved high levels of accuracy and reproducibility and has been verified by Jeremy Hanson, a qualified person as defined by NI 43-101.

Qualified person

Jeremy Hanson, PGeo, director of Carlyle and a qualified person for purposes of NI 43-101, has reviewed the scientific and technical information that forms the basis for this news release and has approved the disclosure herein.

Blake Mclaughlin, PGeo, vice-president, exploration, of Axcap and a qualified person for purposes of NI 43-101, has reviewed the scientific and technical information that forms the basis for this news release and has approved the disclosure herein.

About Axcap Ventures Inc.

Axcap Ventures is an investment company whose primary objective is to identify promising investments with a focus on acquiring gold projects in North America.

The company looks for projects with established resources and material expansion potential, where using management's extensive experience in deal sourcing, operations and capital raising maximizes returns for Axcap's shareholders.

About Carlyle Commodities Corp.

Carlyle is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties. Carlyle owns 100 per cent of the Quesnel gold project located in the Cariboo mining division, 30 kilometres northeast of Quesnel in central British Columbia, as well as holding the option to acquire 100-per-cent undivided interest in the Nicola East mining project, located approximately 25 kilometres east of the mining town of Merritt, B.C. The company is listed on the CSE under the symbol CCC, on the OTC Market under the ticker CCCFF and on the Frankfurt Stock Exchange under the ticker BJ4.

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