CARLYLE COMMODITIES

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NEWTON GOLD PROJECT

Newton Sale to Axcap were 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 (June 6, 2026) at a 20-day VWAP leading up to the anniversary of the Transaction, subject to Canadian Securities Exchange minimum pricing requirements.

If the Newton Property can reach the feasibility study phase Carlyle will further receive considerable equity of Axcap, not forgetting the 500,000 warrants as well as the $1,250,000 worth of equity incoming on June 6, 2026, in addition to the cash already received. 

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   
   
2,000,000 oz Au (Measured or   Indicated Resource)   		    
2,500,000 shares   		    
$250,000   

Our Focus

Advancing BC assets and boosting capital and valuation through potential AXCP market success from Carlyle’s equity stake.

NEWTON GOLD SILVER PROJECT - BC

  • June 2022 NI 43-101 Inferred Resource of 861,400 ounces of gold at 0.63 g/t average deposit grade & 4,678,000 ounces of silver at 3.43 g/t
  • 0.63 g/t average deposit grade in line with Artemis Gold’s Blackwater Project
  • The geological terrain, geology, and deposit mineralization are extremely similar between Newton and Blackwater

BLACKWATER GOLD PROJECT - BC

  • In Production
  • ~11.9M ounces of Au M+I
  • ~$8B market cap

Our Focus

Advancing BC assets and boosting capital and valuation through potential AXCP market success from Carlyle’s equity stake.

NEWTON GOLD SILVER PROJECT - BC

  • June 2022 NI 43-101 Inferred Resource of 861,400 ounces of gold at 0.63 g/t average deposit grade & 4,678,000 ounces of silver at 3.43 g/t
  • 0.63 g/t average deposit grade in line with Artemis Gold’s Blackwater Project
  • The geological terrain, geology, and deposit mineralization are extremely similar between Newton and Blackwater

BLACKWATER GOLD PROJECT - BC

  • In Production
  • ~$8B market
  • ~11.9M ounces of Au M+I
  • ~$8B market cap

PROJECT OVERVIEW

UNRIVALLED PRECIOUS METALS PROJECT UPSIDE

34,000+ m & 128 total drill holes

Drilled by previous owner, Amarc Resources Ltd. Explored and developed the resource during 2009-2012

24,000+ Ha

Newton Gold Project encompasses more than 24,000 Ha, the deposit contains 861,400 oz Au & 4,678,000 oz Ag (Table 1-1)

Resource occupies 0.5 sq/km (7%)

The IP anomaly measures 4 km x 2 km, covers an area greater than 7 sq/km – yet the current resource occupies slightly over 0.5 sq/km or just 7% of the anomaly
Resource in Optimized Pit (inferred) Grade Metal Content
Cut Off
Au		 Mass
t		 Au
(g/t)		 Ag
(g/t)		 AuEQ³
(g/t)		 Au
(t.oz)		 Ag
(t.oz)
0.25 42,396,600 0.63 3.43 0.68 861,400 4,678,000

Notes
1. CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) and CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (November 2019) were used for mineral resource estimation.
2. Recovery factors used are 92% for Au and 45% for Ag.
3. metal prices used are US$1900/oz for Gold and US$25/oz for Silver 
4. O’Brien, M.F., (2022) Technical Report on the Updated Mineral Resource Estimate for the Newton Project, central British Columbia

Alteration Types

The alteration types and metal associations at Newton are nearly identical to those epithermal gold deposits in British Columbia – including the large Blackwater, Prosperity, Brucejack and Snowfields deposits

Epithermal Gold

The Newton Gold Project is a large, low - to intermediate-sulphidation, epithermal gold deposit that formed at about 72 Ma (Re-Os date by McClenaghan, 2012), contemporaneous with felsic volcanic and intrusive rocks emplaced into a rifted, structurally-active graben

Gold Mineralization

Gold mineralization is predominately hosted by Late Cretaceous felsic volcanic and intrusive rocks but also occurs in mafic volcanic and clastic sedimentary rocks and along fault and fracture zones

Strong quartz-sericite

Gold and associated base metal mineralization precipitated in extensive zones of strong quartz-sericite alteration

UNDERSTANDING NEWTON

Geology

The Newton Project hosts multiple gold-bearing geological domains, with mineralization associated with strong quartz-sericite alteration in felsic volcanic and intrusive rocks. The system shows similarities to the nearby Blackwater deposit, 180 km to the north.

RESOURCE UPSIDE OF EXISTING DEPOSIT

View the map up close
Northern portion of resource has multiple gold grades in excess of 1 gpt
Hole spacing prevents intersections from being incorporated into current resource
Room to expand outside of current resource pit shell
High grade intervals marked as waste in resource
Multiple high-grade intersections exist outside of the current resource
Strong continuity of high grade within main zone
Felsic volcanic host rock was encountered nearly the entire 1,001 meters to depth which historically hosted all the gold and silver credits
1- Phase 1 drilling tested unchartered open at depth 500+ meters below the current deposit with a 1,001 meter drill hole
Open in almost every direction and at depth

AU SOIL ANOMALY

2,000m x 1,500m gold-in-soil anomaly—resource covers just 800m x 800m. Historic intercepts and untested felsic zones offer strong upside potential.

RESOURCE UPSIDE OF EXISTING DEPOSIT

View the map up close
Northern portion of resource has multiple gold grades in excess of 1 gpt
Hole spacing prevents intersections from being incorporated into current resource
Room to expand outside of current resource pit shell
High grade intervals marked as waste in resource
Multiple high-grade intersections exist outside of the current resource
Strong continuity of high grade within main zone
Felsic volcanic host rock was encountered nearly the entire 1,001 meters to depth which historically hosted all the gold and silver credits
1- Phase 1 drilling tested unchartered open at depth 500+ meters below the current deposit with a 1,001 meter drill hole
Open in almost every direction and at depth

AU SOIL ANOMALY

2,000m x 1,500m gold-in-soil anomaly—resource covers just 800m x 800m. Historic intercepts and untested felsic zones offer strong upside potential.
Drill Hole ID From (m) To (m) Int. (m) Au (g/t) Ag (g/t)
9001 228.0 297.0 69.0 1.41 10.9
9003 3.0 224.5 221.5 0.60 5.6
9004 6.0 195.0 189.0 1.56 7.9
9014 72.0 210.0 138.0 0.74 4.2
11040 15.4 171.0 155.6 0.58 2.9
11045 79.0 157.0 78.0 1.71 5.1
11049 23.5 144.0 120.5 0.86 2.2
11052 48.0 456.0 408.0 0.60 2.6
11054 43.0 442.0 399.0 0.50 2.4
12060 11.6 333.0 321.3 0.55 3.0

Select Drill Intercepts

FOOTBALL FIELDS OF CONTIGUOUS PRECIOUS METALS ZONES

Main Zone – Vein Stockworks

View the map up close
  • Typically, around 2 gpt Au
  • Up to 8 gpt Au
  • Ag can reach up to 200 gpt
  • Pb, Zn, Mo are present as well
  • The IP anomaly measures 4 km x 2 km and covers an area greater than 7 sq/km
  • Yet, the current resource occupies slightly over 0.5 sq/km or just 7%​ of the anomaly

IP ANOMALY

Coincident IP and gold-in-soil anomalies, along with near-surface high-grade intercepts, define strong exploration potential beyond the known resource. Limited drilling has so far tested only 7% of the IP anomaly, leaving significant room for expansion within surrounding and overlooked geological domains.

Main Zone – Vein Stockworks

View the map up close
  • Typically, around 2 gpt Au
  • Up to 8 gpt Au
  • Ag can reach up to 200 gpt
  • Pb, Zn, Mo are present as well
  • The IP anomaly measures 4 km x 2 km and covers an area greater than 7 sq/km
  • Yet, the current resource occupies slightly over 0.5 sq/km or just 7%​ of the anomaly

IP ANOMALY

Coincident IP and gold-in-soil anomalies, along with near-surface high-grade intercepts, define strong exploration potential beyond the known resource. Limited drilling has so far tested only 7% of the IP anomaly, leaving significant room for expansion within surrounding and overlooked geological domains.

NEWTON PROJECT HISTORY

1916 - PRESENT

1916

Mr. Newton produced a quantity of gold from a small shaft and open cuts on the Newton Property

1972-1997

Various exploration programs targeting epithermal mineralization

2004 -2006

High Ridge Resources completed the database compilation, geophysical surveys, and 2,020 m of drilling

2009 -2012

Amarc acquired the Property, completed 27,944m of drilling resulting in maiden resource

2020

Carlyle Commodities Corp. acquires Newton Project

Exploration & Drilling Highlights

Expansive Mineralized System

Over 100 drill holes have been completed on the property to date, with many outside the defined resource intersecting gold. Several holes were only partially assayed, leaving untapped potential. Coincident IP and gold-in-soil anomalies, together with favorable felsic geology, suggest a much larger, expandable gold-silver system than currently defined.

Strong Geological Indicators

The gold-in-soil anomaly spans 2,000m x 1,500m, while the defined resource occupies only 800m x 800m. Limited drilling density to date has tested just 7% of the IP anomaly — highlighting significant room for growth and discovery.

Subheading 3: Notable Drill Results & New Zones

  • Continuous felsic domains exceeding 1,000m confirmed.

  • Consistent Au-Ag mineralization from surface to >600m depth, open at depth.

  • High-grade intercepts include:

    • 25.5m @ 1.52 g/t Au & 6.01 g/t Ag (N23-089)

    • 18m @ 1.65 g/t Au & 1.83 g/t Ag (N23-091)

    • 30m @ 1.24 g/t Au & 1.6 g/t Ag from 413m

Drilling also confirmed a new near-surface high-grade zone — the “Halo Area” — returning 39m @ 0.75 g/t Au from 14.9m (N23-093).
Mineralization remains open in multiple directions, with additional gold and silver zones discovered farther northwest in the newly identified
“Sunrise Area.”

80% GOLD RECOVERY

2024 PRELIMINARY METALLURGICAL RESULTS

Potential for Resource Expansion

Favorable geological domains, coincident IP chargeability and gold-in-soil anomalies, together with extensive historical drilling, support the Newton resource expansion thesis. The potential lateral expansion area spans roughly 2,000m x 1,500m, with numerous historical holes north and west of the current resource returning grades above 1 g/t Au. Several mineralized felsic domains in these areas remain untested and open, highlighting strong upside potential across the property.
Based on 100m drill spacing, an estimated 200 additional holes across the broader expansion area could meaningfully increase the inferred resource at Newton, pending successful results.

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