Carlyle Commodities Advances Silver Pony Transaction and Receives $1.25 Million in Roxmore (RM) Shares for Newton Gold Project
Rhea-AI Summary
Carlyle Commodities (OTC: CCCFF) advanced its planned acquisition of Silver Pony Resources via a three‑cornered amalgamation, which will be a CSE “Fundamental Change.” Silver Pony shareholders have approved the deal, and Carlyle has submitted a draft CSE Form 2A Listing Statement.
The company plans a 20‑for‑1 share consolidation, to be approved by written consent from holders of over 50% of shares. Carlyle also received 312,500 Roxmore (TSX: RM) shares, valued at $1.25 million, as partial consideration for the sale of its Newton Gold Project.
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Positive
- Silver Pony Resources shareholders have approved the amalgamation Transaction
- Draft CSE Form 2A Listing Statement submitted for Fundamental Change review
- Planned 20‑for‑1 consolidation to streamline Carlyle share structure
- Received 312,500 Roxmore shares valued at $1,250,000 for Newton Gold Project
- Roxmore equity may provide non‑dilutive capital once freely tradeable in October
Negative
- Transaction and consolidation remain subject to CSE approval and closing conditions
- Roxmore shares are not freely tradeable until October, limiting near‑term liquidity
News Market Reaction – CCCFF
On the day this news was published, CCCFF gained 52.75%, reflecting a significant positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Vancouver, British Columbia--(Newsfile Corp. - June 10, 2026) - Carlyle Commodities Corp. (CSE: CCC) (FSE: BJ4) (OTC: CCCFF) ("Carlyle" or the "Company") is pleased to provide an update on the previously announced proposed transaction (the "Transaction") with Silver Pony Resources Corp. ("SPR"), 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 (the "CSE").
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 (the "Consolidation") on a twenty (20) to one (1) 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
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.) (TSX: RM) ("Roxmore"), with an aggregate value of
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 tradeable 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
For more information, please contact the Company at:
Carlyle Commodities Corp.
Morgan Good, President, CEO and Director
604-715-4751
morgan@carlylecommodities.com
Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of Carlyle regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts; statements as to management's expectations and intentions with respect to, among other things, the Transaction, the Consolidation (including timing, structure and receipt of all necessary approvals, including CSE approval and shareholder approval); advancement through the CSE review process; the Company's intention to distribute a written consent resolution and a substantially final version of the Listing Statement to shareholders of record; the obtaining of shareholder approval by way of written consent; the satisfaction of all closing conditions; the expected timing of the Roxmore shares becoming freely tradeable; the potential for such shares to provide a source of non-dilutive capital for the Company; the outlook for the gold and silver market in Q3 and Q4 of 2026; and the Company's plans to continue executing on its strategy and building value for shareholders.
These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company's ability to complete the Transaction as currently proposed or at all; the Company may not receive all necessary approvals for the Transaction, including CSE approval and shareholder approval by way of written consent in accordance with the policies of the CSE; the failure of the Company to distribute the written consent resolution and a substantially final draft of the Listing Statement to shareholders of record, the failure of the Company and/or SPR to satisfy all closing conditions required to complete the Transaction; the Roxmore shares may not become freely tradeable within the expected timeframe; the Roxmore shares may not provide a source of non-dilutive capital or may not be sold on favourable terms; gold and silver market conditions may not be favourable in Q3 and Q4 of 2026; and the Company may not be able to successfully execute on its strategy or build value for shareholders as anticipated.
In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to complete the Transaction as anticipated and on the expected timing; the Company will receive all necessary approvals for the Transaction, including CSE approval and shareholder approval by way of written consent in accordance with the policies of the CSE; that the Company and SPR will successfully satisfy all closing conditions required for the Transaction; the Roxmore shares will become freely tradeable in October 2026; the Roxmore shares will retain sufficient value and liquidity to provide a source of non-dilutive capital; and gold and silver market conditions will be favourable in Q3 and Q4 of 2026. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300963