Mr. Morgan Good reports

CARLYLE ISSUES SHARES FOR DEBT AND ANNOUNCES SETTLEMENT

Carlyle Commodities Corp., further to its news release dated Sept. 5, 2024, has issued 3,806,920 common shares at a deemed price of five cents per share to certain directors of the company and certain consultants of the company as payment of debt in the aggregate amount of $190,346, to settle certain amounts owed by the company for unpaid services.

Additional debt settlement

The company has agreed to issue an aggregate of 795,000 common shares at a deemed price of five cents per share to a director of the company and a consultant of the company as payment of debt in the aggregate amount of $39,750, to settle certain amounts owed by the company for unpaid services.

Accordingly, the portion of the debt settlement with the insiders constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance of the shares to the insiders is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) as the value of the shares being issued under the debt settlement does not exceed 25 per cent of the company's market capitalization.

All securities issued in connection with the debt settlement will be subject to a statutory hold period expiring four months and one day after the date of issuance, as set out in National Instrument 45-102, Resale of Securities.

About Carlyle Commodities Corp.

Carlyle is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties. Carlyle owns 100 per cent of the Newton project in the Clinton mining division of British Columbia, and is listed on the Canadian Securities Exchange under the symbol CCC, on the OTC (over-the-counter) market under the ticker CCCFF and the Frankfurt Stock Exchange under the ticker BJ4.

We seek Safe Harbor.