Carlyle Commodities signs LOI to acquire Silver Pony

Executive Summary

• Carlyle Commodities Corp. has entered into a non-binding letter of intent to acquire Silver Pony Resources Corp. via a three-cornered amalgamation.
• Silver Pony shareholders will receive one Carlyle common share for each Silver Pony share held, resulting in the issuance of approximately 60.5 million new Carlyle shares.
• The transaction is subject to a 1:20 share consolidation for Carlyle and a pre-closing financing of at least $2.5 million.

Key Details

• Transaction Structure: Non-binding letter of intent for a business combination by way of a three-cornered amalgamation.
• Exchange Ratio: Silver Pony shareholders receive one (1) Carlyle common share for every one (1) Silver Pony share held.
• Share Issuance: Approximately 60.5 million Carlyle shares to be issued to Silver Pony shareholders.
• Share Consolidation: Carlyle expects to complete a 1:20 consolidation of its common shares prior to transaction completion, resulting in approximately 4,996,407 issued and outstanding Carlyle shares.
• Financing: Carlyle expects to complete a financing of at least $2.5 million prior to completion of the transaction.
• Board Composition: Upon completion, the board of directors of the resulting issuer will consist of five members: three nominated by Silver Pony and two by Carlyle.
• Escrow: Carlyle shares issued are expected to be subject to contractual escrow and applicable securities law restrictions.
• Regulatory Approval: Closing is subject to all necessary approvals, including the Canadian Securities Exchange (CSE).
• Next Steps: Parties anticipate entering into a definitive amalgamation agreement following satisfactory due diligence.

Notable Quotes

• Morgan Good, CEO of Carlyle: "Carlyle and its team are extremely thrilled to be entering into a deal with Silver Pony Resources and its excellent, seasoned and experienced technical group. They have a very large district-scale silver-focused project in North America, along with some promising sampling results. With the strong performance of precious metals and a positive outlook for silver, we believe this business combination is well-timed to capitalize on market trends in the mining sector."