Carlyle Commodities Announces Increase and Final Closing of Current Funding Efforts for Aggregate Private Placement Proceeds of $4,250,000 in Connection with Proposed Transaction with Silver Pony Resources

Executive Summary

• Carlyle Commodities Corp. upsized its non‑brokered private placement by an additional $100,000, closing the third and final tranche for $550,000 and bringing total gross proceeds to $4.25 million.
• The 55 million subscription receipts issued at $0.01 each will automatically convert into units (share + half warrant) upon satisfaction of the escrow release condition tied to the proposed business combination with Silver Pony Resources.
• Net proceeds will be held in escrow and, if the transaction closes, will fund exploration on the Trout Lake Projects and general working capital.

Key Details

• Total Gross Proceeds: $4,250,000 (aggregate from all tranches).
• Third Tranche Size: $550,000 raised by issuing 55,000,000 subscription receipts at $0.01 per receipt ($0.20 on a post‑consolidation basis).
• Subscription Receipt Conversion: Each receipt converts into one unit (1 common share + ½ warrant) automatically when the escrow release condition is satisfied/waived.
• Warrant Terms: Exercise price $0.015 per share ($0.30 post‑consolidation); exercisable for 18 months after escrow release; expiry may accelerate if share price ≥ $0.025 for five consecutive trading days.
• Finder Compensation: Paid $8,500 cash commissions and issued 800,000 finder’s warrants (exercisable into units at $0.01 per unit). Total finder compensation: $184,500 cash and 20,240,000 finder’s warrants.
• Statutory Hold Period: All securities subject to a four‑month‑plus‑one‑day hold period from issuance.
• Correction Notice: First tranche proceeds were previously misstated; correct amount is $2,655,000 (not $2,855,000 or $2,705,000).
• Escrow & Use of Proceeds: Net proceeds held in escrow pending satisfaction of the escrow release condition within 180 days; if satisfied, funds will be used for exploration on Silver Pony’s Trout Lake Projects and general working capital. If not satisfied, proceeds will be returned to subscribers.
• Transaction Context: Financing supports Carlyle’s proposed business combination with Silver Pony Resources and a planned 20‑for‑1 share consolidation (pre‑consolidation shares).

Notable Quotes

“We are pleased with the continued strong investor interest that enabled the further increase and closing of this Private Placement. This financing strengthens our cash position as we progress towards the completion of the proposed Transaction and advance all our Company initiatives.” – Morgan Good, President & CEO

All non‑material boilerplate, forward‑looking disclaimer text, and “About the Company” sections have been omitted for clarity.