Mr. Morgan Good reports

CARLYLE COMMODITIES ANNOUNCES SHAREHOLDER APPROVAL OF AMALGAMATION

Further to Carlyle Commodities Corp.'s news release dated Sept. 27, 2024, the proposed amalgamation of Miramis Mining Corp. and 1500285 B.C. Ltd. (Subco), a wholly owned subsidiary of Carlyle, pursuant to an amalgamation agreement among Carlyle, Miramis and Subco dated Sept. 27, 2024, was approved by the shareholders of Miramis at Miramis' special meeting of shareholders held on Dec. 6, 2024.

Pursuant to the terms of the amalgamation agreement, Miramis will amalgamate with Subco under the provisions of the Business Corporations Act (British Columbia) and all of the issued and outstanding common shares of Miramis following the amalgamation will be immediately exchanged for common shares of Carlyle on a one-to-one basis. Outstanding warrants of Miramis will become exercisable to purchase Carlyle shares on a one-for-one basis and on substantially the same terms and conditions. Following completion of the transaction, the company formed by the amalgamation of Miramis and Subco will become a wholly owned subsidiary of Carlyle which will continue under the name Miramis Mining Corp.

Upon completion of the transaction, the board of directors and management of Carlyle will remain the same and it is expected that shareholders of Miramis will hold approximately 26.15 per cent of the issued and outstanding Carlyle shares.

Carlyle's chief executive officer and director, Morgan Good, commented: "Our team is pleased to accomplish this pivotal point before we move towards the completion of the transaction. Once completed, it will increase the company's shareholder distribution, diversify our junior mining asset portfolio to now three different projects across British Columbia, as well as add cash to our treasury."

Carlyle and Miramis expect to complete the transaction in December, 2024. Closing of the transaction is subject to a number of customary conditions being satisfied or waived by one or both of Carlyle and Miramis.

Additional information about the transaction

Further details regarding the terms and conditions of the transaction are set out in the management information circular of Miramis dated Nov. 5, 2024, which is available on Miramis's SEDAR+ profile, and the amalgamation agreement, copies of which are available on Carlye and Miramis's respective SEDAR+ profiles.

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 Market under the ticker CCCFF and on the Frankfurt exchange under the ticker BJ4.

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