Carlyle Commodities increases financing to $4.15M

Executive Summary

• Carlyle Commodities Corp. has upsized its non-brokered private placement by an additional $400,000, bringing the aggregate gross proceeds to $4.15 million, driven by strong investor demand.
• The financing is conducted in connection with Carlyle's proposed business combination with Silver Pony Resources Corp.
• The transaction involves a share consolidation of 1-for-20 and the issuance of subscription receipts that convert into units comprising common shares and warrants.

Key Details

• Financing Amount: Aggregate gross proceeds of up to $4.15 million (increased by $400,000 from previous terms).
• Transaction Structure: Non-brokered private placement conducted in connection with a proposed business combination with Silver Pony Resources Corp.
• Share Consolidation: Carlyle intends to consolidate common shares on a 1 post-consolidation share for 20 pre-consolidation shares basis.
• Offering Price: Subscription receipts issued at $0.01 per receipt (equivalent to $0.20 on a post-consolidation basis).
• Securities Issued: Each subscription receipt converts automatically into one unit consisting of:
  • One common share of Carlyle.
  • One-half of one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.015 per warrant share ($0.30 post-consolidation).
  • Duration: 18 months following the satisfaction of the escrow release condition.
  • Acceleration Clause: Warrants may expire 30 days after a news release if the share price on a Canadian stock exchange equals or exceeds $0.025 ($0.50 post-consolidation) for five consecutive trading days.
• Use of Proceeds: Net proceeds held in escrow; anticipated use for exploration work on Silver Pony Resources' Trout Lake projects and general working capital.
• Hold Period: Statutory hold period of four months and one day from the date of issuance.
• Escrow Conditions: If the escrow release condition is not satisfied or waived within 180 days of closing, net proceeds will be returned to subscribers.

Notable Quotes

• Morgan Good, CEO and Director: "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."