Roxmore Makes Secondary Payment for Newton Gold Project

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$1,250,000 (the “Secondary Payment Shares“), at an issue price of C$4.00 per Common Share, being the 20-day value-weighted average price of the Common Shares, ending at June 2, 2026. The Secondary Payment Shares were issued on June 3, 2026, being the 12-month anniversary of the closing of the acquisition of the Newton Gold Project.

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: 25% of the Secondary Payment Shares will become tradable four months after issuance, with an additional 25% becoming tradable each month thereafter, such that all Secondary Payment Shares are tradable seven months after issuance.

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.

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.

Source: https://www.newsfilecorp.com/release/300052/Roxmore-Makes-Secondary-Payment-for-Newton-Gold-Project