Axcap Ventures to acquire Newton Gold Project from Carlyle in equity-driven deal

In a move that could reshape Axcap Ventures Inc.’s positioning in the Canadian junior mining landscape, the company has signed a definitive Mineral Property Purchase Agreement with Carlyle Commodities Corp. for the 100% acquisition of the Newton Gold Project in British Columbia. The deal, announced on May 26, 2025, is structured around a combination of cash, equity, and milestone-triggered payouts, but remains subject to customary closing conditions and regulatory approvals from the Canadian Securities Exchange (CSE). If completed, the acquisition would give Axcap control of a bulk-tonnage project hosting over 840,000 ounces of inferred gold and more than 4.5 million ounces of silver.

What Is the Newton Gold Project and Why Is It Drawing Attention?

The Newton Gold Project is located approximately 108 kilometers southwest of Williams Lake in British Columbia and spans 62 mineral claims over an area of about 23,003 hectares. Carlyle Commodities, through its wholly owned subsidiary ISAAC Newton Mining Corp., holds a 100% interest in the mineral claims, though the property is encumbered by a 2% net smelter return (NSR) royalty to AMARC Resources Ltd. and an additional 2% NSR to two private owners, which can be repurchased for CAD 2 million.

The Newton Project is supported by a National Instrument 43-101 (NI 43-101) compliant inferred mineral resource estimate. The current resource outlines 842,900 ounces of gold and 4,506,100 ounces of silver at an average grade of 0.64 g/t Au, applying a cut-off grade of 0.25 g/t Au across 41,071,100 tonnes. The use of pit shell constraints provides “reasonable prospects for eventual economic extraction,” in line with compliance expectations.

While the resource remains at the inferred level, the large tonnage and favorable jurisdiction make Newton one of the more intriguing undeveloped gold-silver systems in British Columbia’s interior, particularly at a time when gold is trading near all-time highs above USD 2,370/oz and junior exploration capital is returning after years of stagnation.

Deal Terms: How Is the Acquisition Structured?

The agreement between Axcap and Carlyle outlines an upfront initial consideration totaling CAD 500,000 in cash, of which CAD 100,000 has already been paid and the remaining CAD 400,000 was paid upon execution of the agreement. Additionally, Axcap will issue 3.75 million common shares, 500,000 share purchase warrants exercisable at CAD 0.20 per share for three years, and a further CAD 1.25 million worth of Axcap shares to be issued 12 months after closing, priced at the 20-day VWAP leading to the anniversary date.

Beyond the initial payment, the agreement outlines a series of milestone-contingent payouts intended to compensate Carlyle Commodities Corp. as the Newton Project progresses through successive stages of development and technical de-risking. If Axcap Ventures Inc. successfully defines a measured or indicated gold resource totaling two million ounces, Carlyle will receive an additional CAD 250,000 in cash and 2.5 million Axcap common shares. Should the measured or indicated resource increase to three million ounces, the company will be entitled to a further CAD 250,000 and five million additional shares.

Subsequent project advancement into formal engineering studies also carries significant incentives. Upon completion of a pre-feasibility study that conforms with NI 43-101 standards, Axcap will issue five million shares to Carlyle along with a CAD 500,000 cash payment. The most substantial contingent payment is triggered if a bankable feasibility study is delivered, in which case Carlyle would receive 10 million shares and a CAD 1 million payment, subject to Canadian Securities Exchange approval and compliance with all applicable regulatory conditions.All securities issued will be subject to voluntary resale restrictions and statutory hold periods, with shares released in quarterly tranches to ensure price stability. The milestone structure reflects the market’s preference for de-risked, stage-gated investment in early-stage gold exploration, particularly amid ongoing macroeconomic volatility.

Why Did Axcap Target Newton Now?

Axcap’s rationale stems from Newton’s underappreciated scale, its location in a geopolitically stable and infrastructure-supported mining region, and its potential comparability to other large-tonnage projects like Artemis Gold’s Blackwater Mine, now in advanced development. With Blackwater setting a precedent for re-rating based on scale and jurisdictional advantages, Axcap’s management sees a pathway to similar value creation at Newton.

Mario Vetro, Co-Founder and Director of Axcap, noted that Newton represents Axcap’s first Canadian acquisition and fits squarely into the company’s portfolio strategy focused on scale, optionality, and near-term de-risking. Vetro pointed out that the primarily equity-based nature of the deal underscores Carlyle’s own confidence in Axcap’s ability to unlock long-term value.

How Is Carlyle Positioned in This Transaction?

Carlyle’s decision to divest Newton while retaining exposure through Axcap shares is consistent with a broader strategic shift among Canadian junior explorers. Companies facing constrained capital access are increasingly opting to monetize high-potential assets via equity-swaps and milestone deals, rather than pursue expensive drill programs and studies independently.

Morgan Good, CEO of Carlyle Commodities Corp., framed the deal as a “win-win” arrangement, offering Carlyle shareholders indirect exposure to the future success of Newton while freeing up internal bandwidth to pursue early-stage opportunities elsewhere. The delayed equity tranches and milestone payouts offer asymmetric upside should the asset proceed into resource upgrades or feasibility.

Carlyle’s retained exposure comes with limited dilution and no future funding obligations, offering a call-option-like structure that may appeal to its shareholders amid renewed enthusiasm for gold-linked equities in 2025.

Institutional Sentiment and Early Investor Reactions

While the transaction remains subject to CSE approval and has not yet closed, early market sentiment appears cautiously optimistic. Trading volume in both Axcap and Carlyle shares increased following the announcement, though no substantial institutional block movement has been reported to date. Analysts familiar with the junior gold space noted that the equity-heavy structure avoids short-term balance sheet strain for Axcap while potentially providing outsized returns for Carlyle if Newton’s inferred resources are upgraded and de-risked.

Observers also highlighted that the transaction reflects a growing maturity in junior mining M&A strategies, where the alignment of buyer-seller incentives, contingent payouts, and compliance discipline matter as much as the underlying asset quality.

Strategic Significance in the British Columbia Gold Corridor

Newton’s location places it within the Chilcotin Ranges, a part of central British Columbia that remains geologically prospective but underexplored compared to the Golden Triangle. The success of Blackwater, along with a broad-based return of capital to Canadian resource equities, has made this region a key target for junior and mid-tier developers alike. Newton’s inferred ounces offer leverage to gold price upside, while its scalability could make it a compelling asset for downstream consolidation by mid-tier producers should Axcap meet early development milestones.

In terms of comparable valuations, inferred ounces in British Columbia are currently trading at a steep discount to those in measured or indicated categories. Successful drill programs in 2025 and 2026 could significantly lift the project’s valuation, especially if gold continues to trend above USD 2,300/oz.

What Comes Next: Post-Closing Pathways and Development Roadmap

Once the transaction closes—pending regulatory approval—Axcap is expected to initiate a detailed technical review, followed by updated drilling and metallurgical programs aimed at upgrading the resource to the Measured and Indicated category. A follow-on pre-feasibility study will be key to unlocking milestone payouts and improving project economics for future financing rounds.

Community consultation, environmental baseline studies, and stakeholder mapping are also expected to feature prominently, particularly given the project’s location in a province known for its rigorous permitting regime and Indigenous engagement frameworks.

If Axcap achieves its stated goals of increasing the resource, completing feasibility work, and maintaining ESG compliance, Newton could be positioned as a core holding within Canada’s next wave of development-stage gold assets.