Latest news with #Axcap
Yahoo
4 days ago
- Business
- Yahoo
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. Further, in connection with the Transaction Axcap paid a finder's fee by the issuance of 1,212,500 common shares of Axcap (the "Finder Shares") to an arm's length finder, which 587,500 Finder Shares was issued upon 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 are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. About Carlyle Carlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Quesnel Gold Project located in the Cariboo Mining Division, 30 kilometers northeast of Quesnel in central B.C, holds the option to acquire 100% undivided interest in the Nicola East Mining Project, located approximately 25 kilometers east of the mining town of Merritt, B.C., and is listed on the CSE under the symbol "CCC", on the OTC Market under the ticker "CCCFF" and the Frankfurt Exchange under the ticker "BJ4". ON BEHALF OF THE BOARD OF DIRECTORS OF CARLYLE COMMODITIES CORP. "Morgan Good" Morgan GoodChief Executive Officer For more information regarding this news release, please contact: Morgan Good, CEO and Director T: 604-715-4751E: morgan@ W: FORWARD-LOOKING STATEMENTS This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of Carlyle regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the issuance of the Secondary Payment Shares and the milestone payments pursuant to the Agreement; the expected benefits of the Transaction to Carlyle; that Axcap will issue the remaining Finder Shares; or complete the disclosed Milestones and make the payments to Carlyle related thereto. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the benefits of the Transaction or the prospects of the Newton Project; managements expectations regarding the Newton Project may prove to be inaccurate; and adverse regulatory changes or other changes impacting Carlyle's business plans and ability to achieve its business objectives. In making the forward looking statements in this news release, Carlyle has applied several material assumptions, including without limitation, that: the Transaction will result in the benefits for Carlyle as currently anticipated by management; and that Carlyle will be able to carry out its business plans and achieve its business objectives, as currently anticipated by management. Although management of Carlyle has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. To view the source version of this press release, please visit
Associated Press
29-05-2025
- Business
- Associated Press
Axcap Shareholders Agree to Voluntary Lockup of 96 Million Shares, Representing over 57% of the Shares Issued Under its $0.06 Unit Offering
VANCOUVER, BC / ACCESS Newswire / May 29, 2025 / Axcap Ventures Inc. ('Axcap' or the 'Company') (CSE:AXCP)(OTC PINK:GARLF) is pleased to announce that certain shareholders of the Company have entered into voluntary pooling agreements (collectively, the 'Voluntary Pooling Agreements'). The Voluntary Pooling Agreements will restrict the sale of approximately 96,003,987 common shares of the Company (the 'Common Shares'), representing approximately 57.15% of the 168,000,000 Common Shares issued in connection with the Company's private placement of $0.06 units, which closed on August 19th and September 3rd, 2024 (the 'Offering'). The Common Shares subject to the Voluntary Pooling Agreements will be released as follows: 22.5% of the Common Shares shall be released three months from the date hereof, and 5% per cent of the Common Shares will be released at each of the 12 to 19-month anniversaries from the closing date of the Offering and the remaining escrowed Common Shares shall be released in 7.5% intervals on each of the 20 to 24-month anniversaries from the closing date of the Offering. Mario Vetro, Co-Founder and board member of the Company commented: 'Things are starting to progress well for the company. We are in the midst of our drill program at the Converse gold project in Nevada and we recently had our short form base shelf prospectus cleared by the British Columbia Securities Commission, which has allowed to bring our website live and start talking about the significance of the assets we have investments in. Subsequent to that, we announced the first of multiple marketing press releases. To kick these marketing programs off, I am thrilled that core shareholders have agreed to a lock up of their stock for the next 3 months. This will allow the company to properly build up the market liquidity as we initiate several marketing and awareness programs'. Mr. Vetro continued 'this is a testament to our innovative model and the quality of our shareholder group. In the past month, insider buying has continued, highlighting this team's conviction in our assets and business plan. Axcap remains priced at $5 per ounce of gold, a valuation that is near the bottom of the peer group'. 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. We look 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 the Company's shareholders. For more information, please visit our website at On behalf of the Board of Directors, 'Robert Dubeau' Robert Dubeau, Chief Executive Officer For further information, please contact the Company at (604) 687-7130 Cautionary Statement Regarding 'Forward-Looking' Information This news release includes certain statements that may be deemed 'forward-looking statements'. All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words 'expects', 'plans', 'anticipates', 'believes', 'intends', 'estimates', 'projects', 'potential' and similar expressions, or that events or conditions 'will', 'would', 'may', 'could' or 'should' occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. SOURCE: AXCAP VENTURES INC. press release
Associated Press
29-04-2025
- Business
- Associated Press
Axcap Ventures Issues Corporate Update Highlighted by Receipt of Final Prospectus and Summary of Acquisitions Totaling 6.18m oz of M+I And 1.69m oz of Inferred Gold Resources
TORONTO, ON / ACCESS Newswire / April 29, 2025 / Axcap Ventures Inc. ('Axcap' or the 'Company') (CSE:AXCP)(OTC PINK:GARLF) an investment company whose primary objective is to identify promising growth investments with a focus on acquiring gold projects in North America is pleased to provide a corporate update highlighting the receipt of a final prospectus, recent achievements, asset acquisitions, leadership additions, and the launch of its new corporate website and corporate presentation at Axcap has spent the past year executing on a strategy to assemble a portfolio of high-quality gold assets in proven North American districts. To date, the company has acquired 6.18Moz Au of M+I and 1.69Moz Au of Inferred gold resources across 3 projects in North America including 5,570,000 oz Au of M+I resources in our flagship Converse project in Nevada alone[1]. [1] AMENDED AND RESTATED NI 43-101 TECHNICAL REPORT AND MINERAL RESOURCE UPDATE, CONVERSE PROPERTY, HUMBOLDT COUNTY, NEVADA, USA. SEDAR LINK With key transactions closed, exploration programs underway, and its public listing now fully effective following the receipt of its prospectus, Axcap is positioned to unlock meaningful value through development, de-risking, and market re-rating. Key Recent Achievements: Axcap has commenced a fully funded 5,000m drill program at the Converse Project in Nevada. Please refer to the Company's news release dated March 25, 2025. Axcap is targeting potential depth extensions and structural controls at Converse that may unlock new mineralized zones including drill holes targeting lower plate rock formations which typically host the largest gold deposits in the USA. Additional exploration work is planned across the portfolio throughout the 2025 season. The Axcap Ventures team has been strengthened with experienced professionals across geology, capital markets, and project development. This includes the addition of an experienced exploration team led by Blake Mclaughlin, Mr. Mclaughlin was previously Chief Geologist at Argonaut Gold before its USD $325,000,000 takeover by Alamos Gold in 2024. The reinforced Axcap management team is focused on disciplined growth, operational excellence, and value creation for shareholders. The Company is pleased to announce that it has launched its new website and corporate presentation both available at These tools will provide investors and stakeholders with streamlined access to corporate information, project details, and ongoing updates. Furthermore, a VRIFY presentation for the Converse and Rattlesnake Hills project is available on our website to provide an interactive overview of these assets. 'When we focused our investment strategy to the resource sector, gold was trading at approximately $2,000 per ounce and we had a theory that we could consolidate high quality gold ounces in North America. Many investors agreed with us, and we were able to raise approximately CAD $20,000,000 to pursue this strategy. Fast forward to today and we have acquired, or have agreements to acquire, 3 high quality projects in North America with close to 8,000,000 ounces, paying an average of $5 per ounce. Gold is now at all-time highs, soaring past $3,400/oz, validating our shift in investment focus. Our largest investment in the Converse Project in Nevada is now being drilled to test for the extension at depth, with our thesis being there is potential for Goldstrike style mineralization' said Mario Vetro, Co-Founder and Director of Axcap Ventures. Mr. Vetro continues 'The clearing of the prospectus took longer than anticipated, which, until it cleared, delayed our marketing and investor awareness programs. In the coming weeks, the company plans to update the market on these initiatives. We are very excited to increase awareness to the fact that Converse is the largest gold deposit in Nevada not owned by a major mining company and is trading at just $5/oz of gold resource. Finally, I am very proud that our team has led the way in showing our conviction in our company and assets with significant insider investments of over $1,000,000during the past months'. For further information, visit or follow us on LinkedIn and other channels. Qualified Person This announcement has been reviewed and approved for release by Mr. Blake Mclaughlin, VP Exploration of the Company and the Company's designated Qualified Person within the meaning of NI 43-101. Mr. Mclaughlin has verified the data disclosed and he consents to the inclusion in this release of said data in the form and context in which it appears. 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. We look 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 the Company's shareholders. For more information, please visit our website at On behalf of the Board of Directors, 'Mario Vetro' Mario Vetro, Co-Founder and Director For further information, please contact the Company at +1 (604) 687 7130 Cautionary Statement Regarding 'Forward-Looking' Information This news release includes certain statements that may be deemed 'forward-looking statements'. All statements in this new release, other than statements of historical facts, that address events or. developments that the Company expects to occur, are forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words 'expects', 'plans', 'anticipates', 'believes', 'intends', 'estimates', 'projects', 'potential' and similar expressions, or that events or conditions 'will', 'would', 'may', 'could' or 'should' occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. SOURCE: AXCAP VENTURES INC. press release
