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Carlyle Commodities Corp (2)
Symbol CCC
Shares Issued 99,928,150
Close 2026-03-30 C$ 0.015
Market Cap C$ 1,498,922
Recent Sedar+ Documents

Carlyle acquisition target Silver Pony holders OK deal

2026-06-10 20:53 ET - News Release

Mr. Morgan Good reports

CARLYLE COMMODITIES ADVANCES SILVER PONY TRANSACTION AND RECEIVES $1.25 MILLION IN ROXMORE (RM) SHARES FOR NEWTON GOLD PROJECT

Carlyle Commodities Corp. has provided an update on the previously announced proposed transaction with Silver Pony Resources Corp., pursuant to which the company will acquire all of the issued and outstanding shares of SPR by way of a three-cornered amalgamation in accordance with Section 269 of the Business Corporations Act (British Columbia), as further described in the company's news release dated March 31, 2026. The transaction will constitute a fundamental change of the company as defined by the policies of the Canadian Securities Exchange.

Transaction update

The company is pleased to report that SPR has received shareholder approval for the transaction. In addition, the company has prepared and submitted a draft CSE Form 2A (Listing Statement) in connection with the transaction and continues to advance through the CSE review process. The company will provide further updates as matters progress.

As previously disclosed, in connection with the transaction, the company intends to consolidate all of its issued and outstanding common shares on a one-for-20 basis.

Shareholder approval by written consent

The company announces that it intends to obtain shareholder approval for the transaction and the consolidation by written consent in accordance with Section 4.6(1) of CSE Policy 4. To that end, the company will distribute to shareholders of record a written consent resolution, together with a substantially final draft of the listing statement. The required approval will be obtained upon execution of the written consent by shareholders holding more than 50 per cent of the company's issued and outstanding common shares.

Completion of the transaction and the consolidation also remain subject to receipt of CSE approval and the satisfaction of other customary closing conditions as set out in the amalgamation agreement dated March 30, 2026, among the company, SPR and 1582613 B.C. Ltd.

Receipt of Newton gold project consideration

The company is also pleased to announce that it has received 312,500 common shares of Roxmore Resources Inc. (formerly Axcap Ventures Inc.), with an aggregate value of $1.25-million, pursuant to the mineral property purchase agreement dated May 23, 2025, relating to the sale of the company's Newton gold project. The shares were received as partial consideration for the Newton gold project. For additional information regarding the Newton agreement and the Newton gold project, please refer to the company's news release dated May 26, 2025.

Morgan Good, chief executive officer and director or Carlyle, commented: "Carlyle is happy to update the market and its shareholders as we advance toward closing, subsequent to a few more steps and CSE approval. The equity issued to the company from Roxmore represents an important asset that, upon becoming freely tradable in October, may provide a source of non-dilutive capital for the company. We are encouraged by the progress being made by Roxmore and remain optimistic about the outlook for the gold and silver market in Q3 and Q4 of 2026 as we continue to execute on our strategy and build value for shareholders."

About Carlyle Commodities Corp.

The company 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, and 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 on the Frankfurt exchange under the ticker BJ4.

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