Carlyle increases placement, closes final tranche

Executive Summary

• Carlyle Commodities Corp. has upsized and closed the second and final tranche of its non-brokered private placement, raising aggregate gross proceeds of $3.75 million in connection with its proposed business combination with Silver Pony Resources Corp.
• The company issued 104.5 million subscription receipts at a price of $0.01 per receipt (post-consolidation basis $0.20) for the second tranche, bringing total gross proceeds to $3.75 million.
• Proceeds are held in escrow pending the closing of the business combination; if the escrow release condition is not met within 180 days, funds will be returned to subscribers. Net proceeds are intended for exploration of Silver Pony’s Trout Lake projects and general working capital.

Key Details

• Transaction Structure: Non-brokered private placement, upsized to a maximum of $3.75 million in aggregate gross proceeds.
• Second Tranche Details:
  • Issued 104.5 million subscription receipts.
  • Price: $0.01 per subscription receipt (equivalent to $0.20 on a post-consolidation basis).
  • Gross Proceeds: Approximately $1,045,000.
• Total Financing:
  • Aggregate Gross Proceeds: $3,750,000.
  • Correction: The first tranche raised $2,705,000 (corrected from an inadvertent prior statement of $2,855,000).
• Conversion Terms:
  • Subscription receipts automatically convert into one unit of Carlyle upon satisfaction/waiver of all closing conditions for the business combination.
  • Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.015 per warrant share ($0.30 post-consolidation).
  • Term: 18 months from the date the escrow release condition is satisfied.
  • Acceleration Clause: If the share price on a Canadian stock exchange equals or exceeds $0.025 ($0.50 post-consolidation) for five consecutive trading days, Carlyle may accelerate expiry by issuing a news release, with warrants expiring 30 calendar days after such release.
• Use of Proceeds: Held in escrow until the business combination closes. Upon release, funds will be used for exploration work on Silver Pony Resources' Trout Lake projects and general working capital.
• Finder’s Fees:
  • Second Tranche: Paid $51,200 in cash commissions and issued 6.96 million finder warrants.
  • Total Private Placement: Paid $176,000 in aggregate cash commissions and issued 19.44 million finder warrants.
  • Finder Warrant Terms: Exercisable into one unit at $0.01 ($0.20 post-consolidation) for 18 months. Each finder unit comprises one share and one-half of one warrant. The full finder unit warrant is exercisable into one share at $0.015 ($0.30 post-consolidation) for 18 months.
• Hold Period: All securities issued are subject to a statutory hold period of four months and one day from the date of issuance.
• Share Consolidation: Carlyle intends to consolidate common shares on a 20-to-1 basis (20 preconsolidation shares for one postconsolidation share) in connection with the transaction.

Notable Quotes

• "Obviously, we are excited at the level of investor interest in this offering and to close it so swiftly. Many interested investors unfortunately were not able to participate as the company was mindful of dilution while strengthening its balance sheet to support upcoming exploration activities and broader corporate initiatives." — Morgan Good, CEO and Director