Carlyle Commodities Announces Increased $3 Million Financing in Connection with Proposed Transaction with Silver Pony Resources

Executive Summary

• Carlyle Commodities Corp. announced a non‑brokered private placement of up to $3,000,000 via subscription receipts priced at $0.01 each (post‑consolidation $0.20).
• The proceeds will be held in escrow and, if the pending business combination with Silver Pony Resources closes, will be used for exploration work on the Trout Lake Projects and general working capital.
• Each subscription receipt converts automatically into a unit consisting of one common share and half a warrant; warrants allow purchase of additional shares at $0.015 (post‑consolidation $0.30) for 18 months, with possible accelerated expiry if the share price exceeds $0.025 (post‑consolidation $0.50) for five consecutive days.

Key Details

• Offering Size: Increased from $2,500,000 to $3,000,000 in subscription receipts.
• Price per Subscription Receipt: $0.01 (pre‑consolidation) / $0.20 (post‑consolidation).
• Conversion Mechanics: Each receipt converts into one unit (1 common share + ½ warrant) automatically upon closing of the Carlyle–Silver Pony Transaction (“Escrow Release Condition”).
• Warrant Terms:
• Exercise price: $0.015 per Warrant Share (pre‑consolidation) / $0.30 (post‑consolidation).
• Term: 18 months from satisfaction of Escrow Release Condition.
• Acceleration clause: If the share price ≥ $0.025 (pre‑consolidation) / $0.50 (post‑consolidation) for five consecutive trading days, Carlyle may accelerate expiry to 30 calendar days after a news release.
• Escrow Arrangement: Net proceeds held in escrow; if the Escrow Release Condition is not met or waived within 180 days, proceeds will be returned to subscribers.
• Use of Proceeds (if condition met): Funding exploration on Silver Pony’s Trout Lake Projects and general working capital.
• Approvals Required: Subject to CSE approval and any other necessary regulatory consents.
• Finder’s Fees: Carlyle may pay finder’s fees in connection with the placement.
• CEO Comment: Morgan Good (President, CEO & Director) noted increased investor demand leading to the higher offering amount and expressed optimism about taking advantage of a moving silver market.

Notable Quotes

“Carlyle is excited to announce that due to popular demand we have increased our offering from $2,500,000 to $3,000,000 in Sub Receipts. The silver market is clearly on the move and we are optimistic to take full advantage of it.” – Morgan Good, President & CEO

Materiality Assessment: Material – Positive (significant financing tied to a pending business combination and future exploration activities).