Mr. Morgan Good reports
SILVER PONY ANNOUNCES CONVERSION OF SUBSCRIPTION RECEIPTS, EFFECTIVE DATE OF NAME CHANGE AND 20:1 SHARE CONSOLIDATION
Following receipt of conditional approval of the Canadian Securities Exchange for a previously announced proposed transaction with Silver Pony Trout Lake Resources Corp. (formerly Silver Pony Resources Corp.), the previously issued subscription receipts of Silver Pony Resources Corp. (formerly Carlyle Commodities Corp.) have been converted into units of the company.
In connection with the conversion of all of the issued subscription receipts, the company issued an aggregate of 21.25 million units to the former holders of subscription receipts. Each unit consists of one postconsolidation (as defined below) common share of Silver Pony and one-half of one common share purchase warrant of Silver Pony. Each warrant will entitle the holder thereof to purchase one additional postconsolidation common share of Silver Pony at an exercise price of 30 cents 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 50 cents for five consecutive trading days. In such event, Silver Pony 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 warrants are governed by a warrant indenture between the company and Odyssey Trust Company dated July 13, 2026.
Completion of the transaction remains subject to the final approval of the CSE.
Consolidation and name change
The company also announces that, further to the news release dated June 10, 2026, the previously announced: (i) consolidation of its issued and outstanding shares on the basis of one postconsolidation Share for every 20 preconsolidation shares held; and (ii) change of its corporate name to Silver Pony Resources Corp. each became effective on Monday, July 13, 2026.
The shares remain halted from trading in connection with the transaction with SPR. The consolidation and name change were completed prior to the conversion of the subscription receipts.
Prior to giving effect to the consolidation, the company had 99,928,150 shares issued and outstanding, on a non-diluted basis. Following completion of the consolidation and the name change, and, for certainty, without giving effect to the conversion of the subscription receipts or completion of the transaction, the company has approximately 4,996,407 shares issued and outstanding, on a non-diluted basis, subject to rounding. The company's authorized share capital remains unchanged following completion of the consolidation, and all outstanding convertible securities of the company have been adjusted in accordance with their terms in connection with the consolidation.
No fractional shares were issued in connection with the consolidation. In the event a holder would otherwise be entitled to receive a fractional share in connection with the consolidation, the number of shares to be received by such holder will be rounded down to the nearest whole share if that fractional share is less than one-half of a share, and will be rounded up to the nearest whole share if that fractional share is equal to or greater than one-half of a share.
In connection with the completion of the consolidation and the name change, the Cusip and ISIN of the shares have been changed to 82809U104 and CA82809U1049, respectively. The company expects that the shares will resume trading under the company's new name following completion of the transaction and receipt of final CSE approval. The trading symbol of the company following completion of the transaction will be PONY. The company will provide further updates regarding the expected resumption of trading and closing of the transaction as matters progress.
Letters of transmittal
Letters of transmittal with respect to the consolidation will be mailed to registered shareholders holding physical share certificates. All registered shareholders who hold shares represented by physical certificates will be required to send their respective physical certificates representing the preconsolidation shares, together with a properly executed letter of transmittal, to the company's registrar and transfer agent, Odyssey Trust Company, in accordance with the instructions provided in the letter of transmittal.
All registered shareholders who submit a duly completed letter of transmittal together with their respective physical certificates representing the preconsolidation shares to Odyssey will receive physical certificates or direct registration system advices, as applicable, representing shares under the company's new name on a postconsolidation basis, in accordance with their instructions in the duly completed letter of transmittal. Until surrendered, each physical certificate formerly representing shares will be deemed for all purposes to represent the number of postconsolidation shares to which the holder thereof is entitled as a result of the consolidation.
Shareholders who hold their shares in brokerage accounts or in book-entry form are not required to complete a letter of transmittal. However, intermediaries (for example, a securities broker, dealer, bank or financial institution) may have different procedures for processing the consolidation than those put in place by the company for registered shareholders. Shareholders who hold their shares through an intermediary and have questions in this regard are encouraged to contact their intermediary.
About Silver Pony Resources Corp.
The company is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties. Silver Pony owns 100 per cent of the Quesnel gold project located in the Cariboo mining division, 30 kilometres northeast of Quesnel in central British Columbia, 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, B.C., and is listed on the CSE under the symbol CCC and the Frankfurt exchange under the ticker BJ4.
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