Mr. Morgan Good reports
CARLYLE COMMODITIES ANNOUNCES LETTER OF INTENT WITH SILVER PONY RESOURCES
Carlyle Commodities Corp. has entered into a non-binding letter of intent with Silver Pony Resources Corp. to complete a business combination by way of a three-cornered amalgamation. In exchange for 100 per cent of the issued and outstanding shares of Silver Pony, the Silver Pony shareholders will receive one common share of Carlyle for every Silver Pony share held, resulting in the issuance of approximately 60.5 million Carlyle shares. Prior to completion of the transaction, Carlyle expects to complete a 1:20 consolidation of its common shares, resulting in approximately 4,996,407 issued and outstanding Carlyle shares. Carlyle also expects to complete a financing of at least $2.5-million prior to completion of the transaction.
Upon completion of the transaction, the parties expect that the board of directors of the resulting issuer will consist of five members, three of which will be nominated by Silver Pony and two of which will be nominated by Carlyle.
The Carlyle shares to be issued pursuant to the transaction are expected to be subject to contractual escrow, in addition to any restrictions imposed by applicable securities laws or Canadian Securities Exchange policies.
The parties anticipate entering into a definitive amalgamation agreement following the completion of satisfactory due diligence. Further details regarding the transaction, definitive agreement, planned consolidation and financing will be announced in future news releases of Carlyle.
The closing of the transaction is subject to the receipt of all necessary approvals, including the approval of the CSE.
Morgan Good, Carlyle's chief executive officer, commented: "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."
About Silver Pony Resources Corp.
Silver Pony's Trout Lake projects are district-scale polymetallic exploration properties located in the historic Lardeau mining district of southeastern British Columbia, approximately 90 kilometres south of Revelstoke. The projects lie within the prolific Trout Lake-Lardeau belt, an area that has seen more than a century of exploration and production focused on silver, lead, zinc and gold hosted in orogenic gold veins and carbonate replacement systems. Initial development began in the late 1800s, supported by regional rail and lake transport infrastructure, with notable historic production from nearby operations including the Silver Cup, Abbott and Wagner mines.
Silver Pony has consolidated these historic workings into a large land package. Since 2007, more than $2.9-million has been invested and spent across the broader Trout Lake projects by various operators, including detailed mapping, geochemical rock sampling, trenching, airborne magnetics, drilling and complete data compilation. Highlights include modern and historic samples returning very high-grade precious and base metal values, with assays up to 12,147 grams per tonne silver, 45.66 per cent lead, 40.94 per cent zinc and up to 107.7 grams per tonne gold, particularly along the Black Warrior, Badshot and related limestone-hosted trends. A comprehensive lithogeochemical review completed in 2023 defined multiple coherent mineralized subzones and property-scale trends, confirming the presence of several distinct but related mineralization styles and reinforcing the project's district-scale potential.
Recent work has focused on targeted prospecting, confirmation sampling, and refining geological and structural controls on mineralization. Key milestones include the completion of modern surface work, updated geological models and the granting of the company's final five-year NoW (notice of work) drilling permit, which is expected in short order as final draft permits have already been received. With extensive along-strike continuity, multiple high-grade prospects, and drill permits imminent, the Trout Lake projects are well positioned for coming near-term drill testing and long-term systematic expansion of known mineralized zones.
Qualified person
Darcy Vis, PGeo, a qualified person as per National Instrument 43-101, Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information contained in this news release. Mr. Vis is a professional geoscientist registered with Engineers and Geoscientists British Columbia and sits on the board of directors of the AME (Association for Mineral Exploration). Mr. Vis is also the founder and president of Tripoint Geological Services, which has led projects from early targeting through drill discovery.
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 Quesnel gold project, located in the Cariboo mining division, 30 kilometres northeast of Quesnel in central British Columbia, as well holds the option to acquire a 100-per-cent undivided interest in the Nicola East mining project, located approximately 25 kilometres east of the mining town of Merritt, B.C., and is listed on the CSE under the symbol CCC and the Frankfurt Stock Exchange under the ticker BJ4.
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