Carlyle arranges $3-million private placement

Executive Summary

• Carlyle Commodities Corp. has increased the size of its non-brokered private placement financing from $2.5 million to $3 million.
• The financing is conducted in connection with a proposed business combination (M&A) with Silver Pony Resources Corp., previously announced on December 31, 2025.
• Proceeds will be held in escrow and used for exploration on Silver Pony’s Trout Lake projects and general working capital, contingent on the satisfaction of an escrow release condition.

Key Details

• Financing Structure: Non-brokered private placement of subscription receipts.
• Total Proceeds: Increased to $3 million (up from $2.5 million).
• Price: 1 cent per subscription receipt (equivalent to 20 cents on a post-consolidation basis).
• Conversion Terms: Each subscription receipt automatically converts into one unit of Carlyle upon closing of the transaction, with no further consideration required.
• Unit Composition: Each unit consists of one common share of Carlyle and one-half of one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: 1.5 cents per warrant share (30 cents on a post-consolidation basis).
  • Duration: 18 months following the date the escrow release condition is satisfied.
  • Acceleration Clause: Expiry may be accelerated if the share price on any Canadian stock exchange equals or exceeds 2.5 cents (50 cents post-consolidation) for five consecutive trading days. If triggered, Carlyle has 15 business days to issue a notice, with warrants expiring 30 calendar days after that notice.
• Escrow Conditions: Net proceeds are held in escrow pending satisfaction of the escrow release condition. If the condition is not satisfied or waived within 180 days of the private placement closing, proceeds are returned to subscribers.
• Use of Proceeds: Exploration work on Silver Pony Resources' Trout Lake projects and general working capital.
• Share Consolidation: Carlyle intends to consolidate common shares on a 20-to-1 basis (20 pre-consolidation shares for one post-consolidation share) in connection with the transaction.
• Regulatory Approval: Subject to receipt of all necessary approvals, including the Canadian Securities Exchange.

Notable Quotes

• Morgan Good, CEO, President and Director: "Carlyle is excited to announce that, due to popular demand, we have increased our offering from $2.5-million to $3-million in sub receipts. The silver market is clearly on the move and we are optimistic to take full advantage of it."