Carlyle is a unique play because it is not a pure junior in the sense that it is currently drilling a property etc.
Carlyle sold their Flagship Newton Gold Project to Axcap Ventures (AXCP.C), a junior conglomerate that has numerous properties.
What I like about the sale is the terms are very good for Carlyle and it gives them more exposure to more properties, and it also means the company does NOT need to finance or dilute any time soon.
One major issue with the junior mining industry is dilution as these companies have no cash flow or income, and they must continuously raise money. For example, many investors may ask why many mining stocks are below their 2011 highs even though gold has nearly doubled from $1900 to $3800 an ounce. A major reason is many of these companies have had to issue stock to continue to drill over the last ~14 years. Today, many of these companies have much larger market caps and share floats than in 2011, but the price is below those levels because of their dilution.
By selling Newton, CCC does not have to worry about raising money as they have equity ownership in AXCP, and little to no overhead. Remember on top of drilling expenses you have administrative expenses, corporate costs, exchange fees, etc.
By liquidating Newton not only do they not need to pay for any exploration costs, but they also get exposure to ALL of AXCP’s properties.
During the first phase of the sale Carlyle received $500,000 cash and 3,750,000 AXCP shares, and 500,000 warrants exercisable at $0.20 cents per share. This means at ~$0.18 cents (today’s ~AXCP share price) they currently have nearly $350,000 worth of stock in Axcap equity and at PENNY per share the stock only has a ~$1,000,000 market cap, meanwhile AXCP’s valuation is ~$63,000,000. The balance of the equity from AXCP is to be issued to CCC on June 6, 2026, valued at a 20-day VWAP leading up the the issuance date equalling $1,250,000, which further adds capital liquidity for CCC in Q2 of 2026, and again no need for CCC to entertain funding efforts, unless there was a valid or necessary reason to do so.
On June 6, 2025, Carlyle’s Press Release regarding the terms of the Newton Sale to Axcap were as follows: https://www.stockwatch.com/News/Item/Z-C!CCC-3696157/C/CCC
- $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.
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.
To make a long story short, this means that 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.
Plus, as I stated Carlyle now has exposure to AxCap’s other properties. Below is a breakdown of their resources:
Axcap Ventures Resource Breakdown:
- Measured & Indicated Resources: 6.18 million ounces of gold (Au)
- Inferred Resources: 1.69 million ounces of gold (Au)
- Total Gold Resources: 7.87 million ounces (Au)
This means they have exposure to a company that has nearly 8 million ounces of gold in its portfolio.
In addition, while the CEO Morgan Good has been keeping the company afloat he has lent it money and ceased all general monthly burn costs, including salaries to the few that receive them ie. the CEO, CFO and Corporate Secretary. I think a key aspect of one of my issues with junior mining companies is most are based in Vancouver, which is now one of the most expensive cities in North America to live in. So, many of the CEOs and board members will pay themselves exorbinate fees. This is a huge source of the burn rate of many companies, even just salaries alone.
Carlyle is a great cheap hedge to play Axcap, a company with nearly 8 million ounces of gold in the ground within its camp of assets. In addition, you have the upside that if Axcap is successful with exploration on Carlyle’s Newton Project, it can only increase Carlyle’s equity position over time as this precious metals bull market gains momentum. Today at ~$0.01-$0.02 per share, it is my opinion there is very little downside and plenty of upside for Carlyle’s share price.
David Skarica and his family own nearly 1,800,000 shares at an average cost of ~$0.01 via purchase through the open market, and have recently addedhttps://www.stockwatch.com/News/Item/Z-C!CCC-3696157/C/CCC to their position and now own nearly 2,100,000 shares total.
