Mr. Morgan Good reports

CARLYLE COMMODITIES ANNOUNCES SECOND INCREASE OF PRIVATE PLACEMENT TO $4,150,000 IN CONNECTION WITH PROPOSED TRANSACTION WITH SILVER PONY RESOURCES

Carlyle Commodities Corp., as a result of strong investor demand, has further upsized its previously announced non-brokered private placement by an additional $400,000, for aggregate gross proceeds of up to $4.15-million, on the same terms as previously disclosed in Carlyle's news releases of Jan. 23, 2026, and Jan. 30, 2026.

In connection with the upsized private placement, Carlyle expects to complete an additional third tranche of the private placement for gross proceeds of up to approximately $400,000, subject to customary closing conditions and applicable regulatory approvals. The private placement is being 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 one postconsolidation share for 20 preconsolidation shares.

Carlyle's chief executive officer and director, Morgan Good, commented: "We are very encouraged by the continued strong demand for this financing as it includes strategic institutional and significant investors in the capital market community. The additional interest allows us to further strengthen our balance sheet as we advance toward completion of the proposed transaction and prepare for the next phase of exploration and corporate development."

Offering terms

The private placement is being completed through the issuance of subscription receipts at a price of one cent per subscription receipt (20 cents on a postconsolidation basis). 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.

Finders' fees may be payable to eligible finders in connection with the third tranche of the private placement in accordance with applicable securities laws and exchange policies. All securities issued under the private placement will be subject to a statutory hold period of four months and one day from the date of issuance.

Escrow and use of proceeds

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 the Silver Pony Resources Trout Lake projects and general working capital.

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 holds the option to acquire a 100-per-cent undivided interest in the Nicola East mining project, located approximately 25 kilometres east of the mining town of Merritt in 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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