Roxmore Resources Inc. — M&A Activity 2025

Jun 4, 2025

AXCAP

AXCAP VENTURES INC.

488 - 1090 West Georgia Street, Vancouver, BC, V6E 3V7

Vancouver, British Columbia – June 3, 2025 – Axcap Ventures Inc. (“Axcap”) (CSE: AXCP | OTC: GARLF) is pleased to announce, further to its news release on May 26, 2025, that it has closed its previously announced transaction with Carlyle Commodities Corp. to acquire a 100% interest in Carlyle’s 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 May 30, 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 July 30, 2025; an additional 25% will become freely tradable every two months thereafter, with the final 25% becoming freely tradable on May 30, 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,

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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 Axcap Ventures Inc.

Axcap Ventures (CSE: AXCP | OTC: GARLF) 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 Axcap’s shareholders. For more information, please visit our website at www.axcapventures.ca

ON BEHALF OF THE BOARD OF DIRECTORS OF AXCAP

AXCAP VENTURES INC.

"Mario Vetro"

Mario Vetro

Co-Founder & Director

For more information regarding this news release, please contact:

Mario Vetro

E: info@axcapventures.ca

W: https://www.axcapventures.ca

Cautionary Note Regarding Forward-Looking Information

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 Axcap regarding future events. Generally, forward-looking statements and

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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 Axcap; and that Axcap will issue the remaining Finder Shares.

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: unanticipated cost; the benefits of the Transaction or the prospects of the Newton Project; managements expectations regarding the Newton Project may prove to be in accurate; and adverse regulatory changes or other changes impacting Axcap's business plans and ability to achieve its business objectives.

In making the forward looking statements in this news release, Axcap has applied several material assumptions, including without limitation, that: the Transaction will result in the benefits for Axcap as currently anticipated by management; that the Newton Project is a prospective property that will result in the value creation for Axcap, as currently expected; and that Axcap will be able to carry out its business plans and achieve its business objectives, as currently anticipated by management. Although management of Axcap 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.

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