05/26/2025 – 04:00 AM
- Axcap Ventures Finalizes Acquisition of BC’s Newton Gold Project in Multimillion-Dollar Deal
- Newly Acquired Asset Holds Inferred Resources of 843K Oz Gold and 4.5M Oz Silver
Toronto, Ontario — Axcap Ventures (CSE: AXCP) has secured a definitive agreement to acquire Carlyle Commodities’ (CSE: CCC) Newton Gold Project in British Columbia, a strategic move positioning the junior miner to capitalize on one of Canada’s underexplored precious metal assets. The transaction, valued at up to $8 million in combined cash, equity, and milestone incentives, grants Axcap 100% ownership of the 23,003-hectare property while coupling Carlyle’s upside to the project’s future success.
The Newton Project’s crown jewel is its NI 43-101-compliant inferred resource of 842,900 ounces of gold and 4.5 million ounces of silver, averaging 0.64 grams per tonne gold. While the current resource remains in the early-stage inferred category, the asset’s scale—spanning 62 claims in the mineral-rich Cariboo region—suggests significant exploration upside. “This is about betting on blue-sky potential,” said Axcap co-founder Mario Vetro, emphasizing the company’s confidence in expanding the deposit through targeted drilling campaigns.
The Deal Mechanics: Equity, Incentives, and Royalties
Carlyle will receive $500,000 in cash, 3.75 million Axcap shares (CSE: AXCP), and 500,000 warrants exercisable at $0.20 within three years, with an additional $1.25 million in shares due in 2026. The real prize for Carlyle lies in performance-based milestones:
- Resource Growth: Up to 7.5 million shares and $500,000 cash for doubling gold reserves to 3 million ounces
- Development Studies: 15 million shares and $1.5 million cash tied to pre-feasibility and bankable feasibility completions
Notably, the deal includes a 2% net smelter return royalty held by AMARC Resources, with Axcap retaining an option to buy back half the royalty for $2 million. This structure allows Carlyle shareholders to maintain exposure to Newton’s development while Axcap shoulders exploration risks.
Strategic Play in a Resurgent Gold Market
The acquisition comes as gold prices hover near record highs above $2,300/oz, reinvigorating interest in tier-2 jurisdictions like British Columbia. Axcap’s Vetro drew parallels to Artemis Gold’s Blackwater Mine development, suggesting Newton could follow a similar path as a bulk-tonnage opportunity. However, skeptics note challenges: the project’s average grade trails industry averages, and inferred resources require significant capital to upgrade to mineable reserves.
Carlyle CEO Morgan Good framed the deal as a “de-risked growth play,” telling investors: “This partnership allows us to crystallize immediate value while maintaining strategic alignment with Axcap’s exploration success.” Market observers will watch for drill results in late 2025 as Axcap tests multiple untested geophysical targets across the property.
Positive
- Scalable asset in mining-friendly jurisdiction with existing 843K oz Au resource
- Milestone structure aligns Carlyle’s compensation with project de-risking
- Immediate $500K cash injection strengthens Carlyle’s balance sheet
- Royalty buyback option provides future cost-control flexibility
Negative
- 2% NSR royalty and $25K annual payments create long-term liability
- Low 0.64 g/t Au grade requires economies of scale for profitability
- Share-based payments risk dilution for both companies’ shareholders
- Inferred resources entail substantial technical validation costs
Key Transaction Details
What exploration upside exists beyond the current resource?
Historical work identified 11 priority targets, including never-drilled geochemical anomalies and parallel structures to known mineralization. Axcap plans 5,000 meters of drilling in 2025.
How does the royalty structure impact economics?
The 2% NSR equates to ~$46/oz Au at current prices. If Axcap exercises its $2M buyback option, effective royalty drops to 1%, improving project NPV.
What’s the next catalyst for investors?
Initial drilling results expected Q4 2025. Successful resource expansion could trigger the first 2.5M share milestone payment to Carlyle.
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