Carlyle Commodities Advances Silver Pony Transaction and Receives $1.25 Million in Roxmore (RM) Shares for Newton Gold Project

Executive Summary

• Carlyle Commodities Corp. provides a material update on its proposed three-cornered amalgamation with Silver Pony Resources Corp. (SPR), confirming that SPR has secured shareholder approval and that Carlyle is advancing through the CSE review process for the required Listing Statement.
• The company plans to consolidate its common shares on a 20-to-1 basis and will seek shareholder approval for both the transaction and the consolidation via written consent, requiring approval from over 50% of outstanding shares.
• Carlyle has received 312,500 common shares of Roxmore Resources Inc. (TSX: RM) valued at $1.25 million as partial consideration for the sale of its Newton Gold Project, with the shares expected to become freely tradeable in October 2026.

Key Details

• Transaction Structure: Proposed three-cornered amalgamation with Silver Pony Resources Corp. (SPR) under Section 269 of the BC Business Corporations Act.
• Regulatory & Shareholder Status: SPR has received shareholder approval; Carlyle has submitted a draft CSE Form 2A Listing Statement and is progressing through CSE review. The transaction constitutes a "Fundamental Change" per CSE policies.
• Share Consolidation: Intends to consolidate all issued and outstanding common shares on a 20-to-1 basis.
• Approval Mechanism: Will obtain shareholder approval for the Transaction and Consolidation via written consent under CSE Policy 4.6(1), requiring execution by shareholders holding >50% of issued/outstanding common shares.
• Closing Conditions: Subject to CSE approval and satisfaction of customary closing conditions outlined in the amalgamation agreement dated March 30, 2026.
• Newton Gold Project Consideration: Received 312,500 common shares of Roxmore Resources Inc. (formerly Axcap Ventures Inc.) as partial consideration under the Newton Agreement dated May 23, 2025.
• Asset Value & Liquidity: The Roxmore shares carry an aggregate value of $1,250,000 and are expected to become freely tradeable in October 2026, potentially providing a source of non-dilutive capital.

Notable Quotes

• Morgan Good, CEO & Director: "Carlyle is happy to update the market and its shareholders as we advance toward closing, subsequent to a few more steps and CSE approval. The equity issued to the Company from Roxmore represents an important asset that, upon becoming freely tradeable in October, may provide a source of non-dilutive capital for the Company. We are encouraged by the progress being made by Roxmore and remain optimistic about the outlook for the gold and silver market in Q3 and Q4 of 2026 as we continue to execute on our strategy and build value for shareholders."