Carlyle Commodities Closes $2,855,000 in Tranche 1 of Its Previously Announced Financing in Connection with Proposed Transaction with Silver Pony Resources

Executive Summary

• Carlyle Commodities Corp. closed the first tranche of its non‑brokered private placement, raising $2.855 M from the issuance of 285.5 M subscription receipts at $0.01 each ($0.20 post‑consolidation).
• Proceeds are held in escrow pending satisfaction of the Escrow Release Condition and, if met, will be used for exploration on the Trout Lake Projects and general working capital.
• The placement includes finder commissions of $128 K and issuance of 12.8 M finder’s warrants, with detailed warrant terms tied to future share price performance.

Key Details

• Gross proceeds: $2,855,000
• Units sold: 285,500,000 subscription receipts at $0.01 per receipt ($0.20 on a post‑consolidation basis).
• Conversion mechanics: Each subscription receipt converts automatically into one unit (1 common share + ½ warrant) upon satisfaction/waiver of the Escrow Release Condition.
• Warrant terms: Exercise price $0.015 per warrant share ($0.30 post‑consolidation); exercisable for 18 months after condition is met; expiry may accelerate if share price ≥ $0.025 ($0.50 post‑consolidation) for five consecutive trading days.
• Escrow provisions: Net proceeds held in escrow; if the Escrow Release Condition is not satisfied/waived within 180 days, proceeds will be returned to subscribers.
• Use of funds (if condition met): Exploration work on Silver Pony Resources’ Trout Lake Projects and general working capital.
• Finder compensation: $128,000 cash commission paid to eligible finders; issuance of 12,800,000 finder’s warrants exercisable at $0.01 per unit for 18 months.
• Statutory hold period: All securities issued are subject to a four‑month‑plus‑one‑day hold period from the date of issuance.
• Closing outlook: Carlyle anticipates closing the balance of the private placement next week.

Notable Quotes

“We are pleased to have successfully completed this initial tranche of our financing in support of the proposed transaction with Silver Pony,” said Morgan Good, President and Chief Executive Officer. “This funding begins to provide us with the resources in order to rapidly advance the Trout Lake Projects… and an enhanced treasury.”