Carlyle Commodities signs deal to acquire Silver Pony

Executive Summary

• Carlyle Commodities Corp. has executed a definitive agreement to amalgamate with Silver Pony Resources Corp. (SPR) via a three-cornered amalgamation under Section 269 of the BCBCA, acquiring all outstanding SPR shares.
• The transaction includes a 1:20 share consolidation for Carlyle, with SPR shareholders receiving one Carlyle share per SPR share, and the combined entity will be renamed Silver Pony Resources Corp.
• Concurrently, Carlyle completed a $4.25 million non-brokered private placement of 425 million subscription receipts, which will convert into units comprising consolidated shares and warrants upon closing.

Key Details

• Transaction Structure: Three-cornered amalgamation under Section 269 of the BCBCA; SPR amalgamates with 1582613 B.C. Ltd. (a wholly owned subsidiary of Carlyle formed solely for the transaction), resulting in an amalgamated company that becomes a wholly owned subsidiary of Carlyle.
• Share Consolidation & Exchange Ratio: Carlyle consolidates 1 post-consolidation share for every 20 outstanding shares. SPR shareholders receive 1 Carlyle share for each SPR share. SPR warrant holders receive Carlyle shares on a 1:1 basis upon exercise.
• Corporate Changes: Carlyle will change its name to Silver Pony Resources Corp. (or similar) post-transaction and will carry on SPR's business, primarily focused on the exploration and development of the Trout Lake property in BC.
• Finder Fees: Aggregate $550,000 payable in cash, company shares, or a combination upon closing.
• Concurrent Financing: $4.25 million gross proceeds from 425 million subscription receipts at $0.01 per receipt ($0.20 on a post-consolidation basis), completed in three tranches.
• Subscription Receipt Conversion: Convert immediately prior to closing into one unit each (subject to escrow release conditions). Each unit comprises 1 consolidated company share and 0.5 common share purchase warrant.
• Unit Warrant Terms: Each unit warrant entitles the holder to purchase 1 share (1/20th post-consolidation) at an exercise price of $0.015 ($0.30 post-consolidation) for 18 months. Post-consolidation, 21.25 million shares will be issued, with warrants exercisable for an additional 10.625 million shares.
• Finder Warrants (Financing): $184,500 in cash commissions and 20.24 million finder warrants issued. Each finder warrant is exercisable into 1 unit at $0.01 ($0.20 post-consolidation) for 18 months. Each full finder unit comprises 1 share and 0.5 warrant. Post-consolidation adjustment makes them exercisable for 1,012,000 shares and 506,000 finder unit warrants.
• Use of Proceeds: Gross proceeds held in escrow, released to the company immediately prior to closing upon satisfaction of conditions. Net proceeds designated for exploration work and general working capital.
• Board of Directors: Post-transaction board will consist of Morgan Good, Jeremy Hanson, Leighton Bocking, and Zac Gray. To be expanded to five members at the next AGM with Kyler Hardy nominated.
• Management: Morgan Good (CEO, President, Director), Bennett Liu (CFO), and Andrew Brown (Corporate Secretary) will continue in their roles.
• Voting Support: Directors, officers, and certain SPR shareholders have entered voting support agreements to vote in favor of the transaction.
• Voluntary Lock-up: SPR shareholders' shares subject to a 4-tier lock-up: 25% released at closing, 25% at 6 months, 25% at 12 months, and 25% at 18 months.
• Conditions to Closing: CSE approval, Carlyle shareholder approval (consolidation & transaction), SPR shareholder approval, regulatory/third-party approvals, subscription receipt conversion, delivery of NI 43-101 compliant technical report for Trout Lake property, and customary conditions.
• Listing & Trading: Trading halted until CSE accepts required documentation. A listing statement will be filed per CSE policies.
• Qualified Person: Warren Robb, PGeo, reviewed and approved the scientific and technical information.

Notable Quotes

• Morgan Good, CEO & President of Carlyle: "The company is thrilled to announce the execution of definitive documentation. Silver Pony also received its five-year NoW [notice of work] a few weeks ago, lining up the exploration season for this year beautifully. We believe our timing with a pullback in metal prices bodes well for a potential correction as we seek the necessary exchange approvals and mobilize drill crews and our technical team to site."
• Zac Gray, Founder & CEO of Silver Pony: "I sourced this opportunity over seven years ago, raised approximately $2-million-plus privately with a trusted group of resource investors, and strategically grew our land package while searching for the right team and market conditions to make the next leap. I chose to team up with Carlyle because of their technical expertise and depth on the ground in British Columbia. As a combined company, we expect to have all the necessary capital for our phase 1 and phase 2 plans, and I'm particularly excited that things have fallen into place for all shareholders, both from Silver Pony and Carlyle. We are optimistic 2026 will be a positive year and are hopeful we can come away with plenty of exploration success."