Roxmore Makes Secondary Payment for Newton Gold Project
Rhea-AI Summary
Roxmore Resources (OTCQX:GARLF, TSX:RM) completed the secondary payment for the Newton Gold Project on June 3, 2026 by issuing shares instead of cash.
The company issued 312,500 common shares to Carlyle, valued at C$1,250,000 at C$4.00 per share, plus 62,500 finder's shares, all subject to hold and staged resale restrictions.
AI-generated analysis. Not financial advice.
Positive
- Secondary payment of C$1,250,000 for Newton Gold Project completed in shares
- 312,500 shares issued at 20-day VWAP of C$4.00 per share
- Finder compensated with 62,500 shares instead of cash outlay
Negative
- Total of 375,000 new shares issued, creating potential shareholder dilution
- Secondary Payment Shares subject to up to seven months of resale restrictions
Vancouver, British Columbia--(Newsfile Corp. - June 3, 2026) - Roxmore Resources Inc. (TSX: RM) (OTCQX: GARLF) (formerly, Axcap Ventures Inc.) ("Roxmore" or the "Company") is pleased to announce that, further to its news release on June 3, 2025, it has completed the secondary payment to acquire the Newton Gold Project (the "Transaction") by issuing common shares of the Company (the "Common Shares") to Carlyle Commodities Corp. ("Carlyle") pursuant to the terms of the mineral property purchase agreement with dated May 23, 2025 (the "Mineral Property Purchase Agreement").
Pursuant to the Mineral Property Purchase Agreement, the Company issued 312,500 Common Shares to Carlyle, which have an aggregate deemed value of C
The Secondary Payment Shares are subject to a statutory hold period of four months and one day from the date of issuance. The Secondary Payment Shares are also subject to the following voluntary resale restrictions:
Additionally, in connection with the payment of the Secondary Payment Shares, the Company issued 62,500 Common Shares (the "Finder's Shares") to an arm's length finder pursuant to a finder's fee agreement that was entered into in connection with the Transaction. The Finder's Shares are subject to a statutory hold period of four months and one day from the date of issuance.
About Roxmore Resources Inc.
Roxmore is focused on developing its flagship, Converse Gold Project, one of the largest undeveloped gold deposits not owned by a major mining company in Nevada, USA. The Converse Gold Project is a large-scale open pit heap leach project located within the prolific Battle Mountain trend. With decades of expertise in Nevada and globally, our Board and management are focused on unlocking the potential of this project. For further details please refer to our technical report entitled "NI 43-101 Technical Report on the Preliminary Economic Assessment for the Converse Project, Nevada, USA" dated effective May 2, 2026, which is available on our website at www.roxmoreresources.com and on our SEDAR+ profile at www.sedarplus.ca.
For further information please contact:
John Dorward
Chief Executive Officer & Executive Chairman
contact@roxmoreresources.com
Tel: + 1 905-961-4727
Cautionary Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the milestone payments pursuant to the Mineral Property Purchase Agreement, the estimated mineral resources and future prospects of the Converse and Newton Gold Projects. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning general economic and industry conditions, applicable laws and regulations, commodity prices, and the future business and operational needs of the Company. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependency upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk, as well as those risk factors discussed in the issuer's annual information form for the year ended December 31, 2024, available on www.sedarplus.ca. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of Roxmore at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this news release are made as of the date of this news release and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, Roxmore does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300052