Carlyle Commodities Announces Second Increase of Private Placement to $4,150,000 in Connection with Proposed Transaction with Silver Pony Resources

Executive Summary

• Carlyle Commodities Corp. upsized its previously announced non‑brokered private placement by an additional $400,000, bringing total gross proceeds to up to $4.15 million.
• The upsized amount will be used for exploration work on the Silver Pony Trout Lake Projects and general working capital, pending satisfaction of the escrow release condition tied to the proposed business combination with Silver Pony Resources Corp.
• Subscription receipts are priced at $0.01 each (equivalent to $0.20 post‑consolidation) and include warrants exercisable at $0.015 per share ($0.30 post‑consolidation) for 18 months, with acceleration provisions if the share price exceeds $0.025 ($0.50 post‑consolidation).

Key Details

• Upsized Funding: Additional $400,000 tranche; total potential gross proceeds now up to $4,150,000.
• Offering Structure: Subscription receipts at $0.01 each; each converts automatically into one unit (one 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); term 18 months; expiry may accelerate if share price ≥ $0.025 for five consecutive trading days.
• Escrow & Use of Proceeds: Net proceeds held in escrow until the escrow release condition (completion or waiver of the business combination) is met; if not satisfied within 180 days, proceeds will be returned to subscribers. Anticipated use: exploration on Trout Lake Projects and general working capital.
• Consolidation Ratio: 20 pre‑consolidation shares for 1 post‑consolidation share.
• Finders’ Fees & Hold Period: Eligible finders may receive fees; securities subject to a statutory hold period of four months and one day from issuance.
• Transaction Context: Private placement is being conducted in connection with Carlyle’s proposed business combination (the “Transaction”) with Silver Pony Resources Corp.

Notable Quotes

“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.” – Morgan Good, President & CEO

All boilerplate, forward‑looking disclaimer, and “About Carlyle” sections have been omitted for brevity.