Mr. Morgan Good reports
CARLYLE COMMODITIES ANNOUNCES INCREASED $3 MILLION FINANCING IN CONNECTION WITH PROPOSED TRANSACTION WITH SILVER PONY RESOURCES
Carlyle Commodities Corp. has arranged a non-brokered private placement of up to $3-million through the issuance of subscription receipts at a price of one cent (20 cents on a postconsolidation basis) per subscription receipt. The private placement is being conducted in connection with Carlyle's proposed business combination with Silver Pony Resources Corp., as previously announced by Carlyle on Dec. 31, 2025. As previously announced, Carlyle intends to consolidate its common shares in connection with the transaction on a basis of 20 preconsolidation shares for one postconsolidation share.
Each subscription receipt will automatically convert into one unit of Carlyle (for no further consideration and without any further action by the holders thereof) upon the closing of the transaction. Each unit will consist of one common share of Carlyle and one-half of one common share purchase warrant of Carlyle. Each warrant will entitle the holder thereof to purchase one additional common share of Carlyle at an exercise price of 1.5 cents (30 cents on a postconsolidation basis) per warrant share for a period of 18 months following the date on which the escrow release condition is satisfied, subject to adjustment in certain events. The expiry date of the warrants may be accelerated if the closing price of the shares on any Canadian stock exchange equals or exceeds 2.5 cents (50 cents on a postconsolidation basis) for five consecutive trading days. In such event, Carlyle may, within 15 business days following the occurrence of that condition, accelerate the expiry date of the warrants by issuing a news release, in which case the warrants will expire on the date that is 30 calendar days after the date of such news release, as specified therein.
The net proceeds of the private placement will be held in escrow pending satisfaction of the escrow release condition. In the event the escrow release condition is not satisfied or waived within 180 days following the closing date of the private placement, the net proceeds of the private placement will be returned to the subscribers in accordance with the terms of the subscription receipts.
If the escrow release condition is met, Carlyle anticipates that the net proceeds will be used for exploration work on Silver Pony Resources' Trout Lake projects and general working capital.
The private placement is subject to the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange. Carlyle may pay finders' fees in connection with the private placement.
Morgan Good, Carlyle's chief executive, president and director, commented: "Carlyle is excited to announce that, due to popular demand, we have increased our offering from $2.5-million to $3-million in sub receipts. The silver market is clearly on the move and we are optimistic to take full advantage of it."
For more information regarding the transaction, please refer to Carlyle's news release dated Dec. 31, 2025.
About Carlyle Commodities Corp.
Carlyle is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties. Carlyle owns 100 per cent of the Quesnel gold project, located in the Cariboo mining division, 30 kilometres northeast of Quesnel in central British Columbia, as well hold the option to acquire 100-per-cent undivided interest in the Nicola East mining project, located approximately 25 kilometres east of the mining town of Merritt, B.C., and is listed on the Canadian Securities Exchange under the symbol CCC and the Frankfurt Stock Exchange under the ticker BJ4.
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