Mr. Morgan Good reports

CARLYLE ACQUIRES MIRAMIS MINING CORP. AND NICOLA EAST PROPERTY OPTION, COMPLETES QUESNEL GOLD PROJECT FIELD PROGRAM, AND PROVIDES CORPORATE UPDATE

Carlyle Commodities Corp., further to the news releases dated Sept. 27, 2024, and Dec. 6, 2024, has completed the acquisition of Miramis Mining Corp., pursuant to an amalgamation agreement dated Sept. 27, 2024, among Carlyle, Miramis and 1500285 B.C. Ltd. (Subco), a wholly owned subsidiary of Carlyle.

Miramis

Incorporated under the Business Corporations Act (British Columbia) (BCBCA) in October of 2012, Miramis is an unlisted reporting issuer in British Columbia and Alberta, with a focus on the exploration and development of mineral property interests. Miramis currently holds an option to acquire a 100-per-cent interest in certain mineral claims comprising the Nicola East property (subject to a 2-per-cent net smelter return (NSR) royalty to be retained by the optionors), which is located 24 kilometres northeast of Merritt, B.C., in an area of high geological potential known as the southern Quesnel trough. The southern Quesnel trough hosts numerous copper and gold occurrences associated with porphyry-type deposits, including the Highland Valley copper complex, the New Afton mine and the former-producing Ajax deposit, among others.

Transaction summary

Pursuant to the amalgamation agreement, Carlyle acquired all of the issued and outstanding common shares of Miramis by way of a three-cornered amalgamation, whereby Subco and Miramis amalgamated pursuant to the provisions of the BCBCA to form one corporation, which continued under the name Miramis Mining Corp. (Amalco), as a wholly owned subsidiary of the company. In connection with the transaction, each of the Miramis shares were cancelled and, in consideration for such Miramis shares, each Miramis shareholder received one common share in the capital of Carlyle at a deemed price of three cents per Carlyle share for every Miramis share held by such Miramis shareholders. An aggregate of 23,843,411 Carlyle shares were issued to the Miramis shareholders in exchange for their respective Miramis shares, having a deemed aggregate value of $715,302.33.

Additionally, the holders of the issued and outstanding common share purchase warrants of Miramis will be entitled to receive, upon exercise thereof, Carlyle shares, instead of Miramis shares, on the basis of one Carlyle share for every Miramis warrant held immediately prior to the closing of the amalgamation. Of the 460,800 Miramis warrants that may be exercised to acquire Carlyle shares (in accordance with the adjustment provisions of such Miramis warrants): 144,000 Miramis warrants are exercisable at an exercise price of five cents until July 17, 2025; 257,600 Miramis Warrants wre exercisable at an exercise price of five cents until Nov. 23, 2025; and 59,200 Miramis warrants are exercisable at an exercise price of five cents until Dec. 5, 2025.

Immediately following the closing of the transaction, there are 91,180,089 Carlyle shares issued and outstanding, of which Miramis shareholders hold approximately 26.15 per cent. The board of directors and management of Carlyle will remain the same posttransaction closing. The company relied on Section 2.11 of National Instrument 45-106, Prospectus Exemptions, for an exemption from the prospectus requirements for the issuance of the Carlyle shares to the Miramis shareholders. Additionally, the Carlyle shares issued to the Miramis shareholders on closing of the transaction are subject to a 120-day escrow restriction, pursuant to which one-third of such Carlyle shares were released from escrow on the closing date, one-third of such Carlyle shares will be released from escrow on Feb. 11, 2025, and one-third of such Carlyle shares will be released from escrow on April 12, 2025.

In the coming days, the company intends to apply for Amalco to cease to be a reporting issuer under applicable Canadian securities laws. All registered Miramis shareholders are encouraged to complete, sign and return the letter of transmittal, which has been previously delivered and is available under Miramis's SEDAR+ profile, with accompanying Miramis share certificate(s) and/or DRS advice statement(s) (if applicable) to Odyssey Trust Company as soon as possible, if they have not already done so. Non-registered Miramis shareholders are encouraged to contact their broker or other intermediary for instructions and assistance in receiving the Carlyle shares to which they are entitled.

Quesnel gold project field program

The company is also pleased to provide an exploration update for its 100-per-cent-owned Quesnel gold project, located in the Cariboo mining division, 30 kilometres northeast of Quesnel in central British Columbia, covering 1,607.34 hectares. Field crews from Hardline Exploration Corp. completed a multiday biogeochemical survey at the Quesnel gold 1 property. The program was designed to test for potential on strike extensions of the historic G-South mineralization. The program included 53 biogeochemical treebark samples.

Historic exploration has determined that gold and copper mineralization occur on the property. This mineralization is hosted in veins, shears and stockworks occurring in the andesitic rocks in close proximity to the contact with intrusive rocks of the Naver intrusives and the Jurassic Polaris plutonic group. The mineralization has been outlined near surface via trenching and limited diamond drilling (please see the technical report on the Quesnel gold 1 property, dated Oct. 30, 2024, and prepared by Warren Robb, PGeo, available under the company's profile on SEDAR+). Due to the late season snow cover, a biogeochemical survey was conducted to assess for extension of the known mineralization in areas of overburden.

The Quesnel gold project is proximal to main highways and power lines facilitating year-round access and workability. The Quesnel gold project is situated within the Quesnel trough within a subdivision of the Intermountain tectonic belt and on trend with the historic G-South historical gold resource.

Corporate update

Carlyle has been busy since September when it announced its proposed amalgamation with Miramis and the completion of the company's acquisition of an undivided 100-per-cent right, title and interest in the Quesnel gold project. Since September, the company has completed its acquisition of the Quesnel gold project and its first field exploration program at the property. Last week, the shareholders of Miramis overwhelmingly voted in favour of the company's amalgamation with Carlyle. The amalgamation of the two companies has provided Carlyle with a more diversified asset portfolio in British Columbia, more shareholder distribution by way of the addition of 100-plus new shareholders via Miramis and cash from the Miramis treasury. Additionally, the amalgamation is expected to lower operating and overhead costs, and increase shareholder liquidity, trading and capital markets exposure.

The company is particularly pleased with its now 100-per-cent right, title and interest in the 1,607.34-hectare Quesnel gold project, where it has already completed its first field exploration program. Furthermore, the company is thrilled with the approval of the amalgamation by Miramis shareholders at the Miramis special meeting held last week on Dec. 6, 2024, to approve the amalgamation. With the completion of Carlyle's amalgamation with Miramis, the company now also holds the option to acquire a 100-per-cent undivided interest in the prospective Nicola East mining project.

The Nicola East mining project

The Nicola East mining project is located approximately 25 kilometres east of the mining town of Merritt, B.C., where field crews from Hardline Exploration recently completed a multiday prospecting program. The program was aimed to follow up on 2023 results, which included a grab sample that returned 3.04 grams per tonne (g/t) gold (Au) in a previously untested area.

Field crews collected 35 samples, which included samples from several quartz veins that contained up to 3 per cent chalcopyrite and 1 per cent chalcocite, with copper oxide staining. Mineralization was hosted in quartz veins generally less than five centimetres thick, with chlorite-epidote alteration. Field crews returned to the location of a quartz channel vein sampled during the 2023 field season that graded 3.04 g/t Au with the objective of locating and sampling more mineralized veins nearby. The new gold and copper showing highlighted from 2023 sample AA001906 is located at 687807 mE 5555494 mN 10N. The 2023 sample was sent to the ALS laboratory in North Vancouver (ISO 9001 certified) and a 5-per-cent QA/QC (quality assurance/quality control) program was utilized, which included field duplicates, certified references materials and certified blanks.

Highlights from the recent Nicola East field program:

• Samples AA002980, AA002983, AA002984, F00066262 and F00066263 all contained visible copper (Cu) mineralization.
• Mineralization and quartz veins with euhedral crystal growth dissipated farther out from the 3.04 g/t Au sample.
• Lithology consisted of grey/green andesitic volcanics often with medium-grained hornblende phenocrysts.
• Pervasive chlorite alteration was noted in the andesitic volcanics. Epidote alteration occurred primarily adjacent to quartz veins.
• Thirty-five samples were taken in total.
• QA/QC samples included two certified reference material standards and one certified blank.

Qualified person

Jeremy Hanson, PGeo, a qualified person as that term is defined under National Instrument 43-101, Standards of Disclosure for Mineral Projects, has reviewed the scientific and technical information that forms the basis for this news release and has approved the disclosure herein.

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 B.C. and the Quesnel gold project located in the Cariboo mining division, 30 kilometres northeast of Quesnel in central B.C., and holds the option to acquire a 100-per-cent undivided interest in the prospective Nicola East mining project, located approximately 25 kilometres east of the mining town of Merritt, B.C., 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.

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