Mr. Morgan Good reports

CARLYLE COMMODITIES ANNOUNCES UPSIZE AND CLOSING OF SECOND TRANCHE FOR AGGREGATE PRIVATE PLACEMENT PROCEEDS OF $3,750,000 IN CONNECTION WITH PROPOSED TRANSACTION WITH SILVER PONY RESOURCES

Further to the news release of Jan. 23, 2026, Carlyle Commodities Corp. has upsized its previously announced non-brokered private placement to aggregate gross proceeds of up to $3.75-million, and has closed the second and final tranche thereof. Under the second tranche, Carlyle issued 104.5 million subscription receipts at a price of one cent (20 cents on a postconsolidation basis) per subscription receipt, for additional gross proceeds of approximately $1,045,000. In total, Carlyle raised aggregate gross proceeds of $3.75-million under the private placement. The private placement was conducted in connection with Carlyle's proposed business combination with Silver Pony Resources Corp. 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.

Carlyle chief executive officer and director Morgan Good commented: "Obviously, we are excited at the level of investor interest in this offering and to close it so swiftly. Many interested investors unfortunately were not able to participate as the company was mindful of dilution while strengthening its balance sheet to support upcoming exploration activities and broader corporate initiatives."

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 all conditions for the closing of the transaction being satisfied or waived. 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.

In connection with the second tranche, Carlyle: (i) paid to certain eligible finders an aggregate cash commission of $51,200; and (ii) issued to certain finders an aggregate of 6.96 million ,000 finder warrants. Each finder warrant is exercisable into one unit of the company at an exercise price of one cent (20 cents on a postconsolidation basis) for a period of 18 months from the date of issuance. Each finder unit is composed of one share and one-half of one warrant. Each full finder unit warrant is exercisable into one share at an exercise price of 1.5 cents (30 cents on a postconsolidation basis) per share for a period of 18 months from the date of issuance. In total, Carlyle paid aggregate cash commissions of $176,000 and issued an aggregate of 19.44 million finder warrants under the private placement. All securities issued in connection with the private placement are subject to a statutory hold period of four months and one day from the date of issuance.

The company also wishes to clarify that its news release of Jan. 23, 2026, inadvertently stated that it had raised $2,855,000 in the first tranche. The correct amount raised in the first tranche was $2,705,000.

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 as holds 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 exchange under the ticker BJ4.

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