Carlyle Commodities Announces Letter of Intent with Silver Pony Resources
Rhea-AI Summary
Carlyle Commodities (CSE: CCC / FSE: BJ4) (symbol CCCFF) entered a non-binding letter of intent to acquire Silver Pony Resources by a three-cornered amalgamation.
Silver Pony shareholders would receive one Carlyle share per Silver Pony share, implying issuance of approximately 60.5 million Carlyle shares. Carlyle expects a 20:1 consolidation before closing, leaving about 4,996,407 issued Carlyle shares, and a financing of at least $2.5 million prior to completion.
Post-transaction board expected to be five members (three nominated by Silver Pony, two by Carlyle). Shares to be subject to contractual escrow and closing is subject to satisfactory due diligence and regulatory approvals including the CSE.
Positive
- Planned financing of at least $2.5 million prior to closing
- Board expansion to five members with Silver Pony representation (3 seats)
- Share consolidation 20:1 to reduce outstanding share count to ~4,996,407
Negative
- Issuance of approximately 60.5 million Carlyle shares to Silver Pony shareholders
- Transaction subject to CSE and regulatory approvals and satisfactory due diligence
- Carlyle shares to be subject to contractual escrow, restricting immediate liquidity
News Market Reaction 1 Alert
On the day this news was published, CCCFF declined 37.23%, reflecting a significant negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Vancouver, British Columbia--(Newsfile Corp. - December 31, 2025) - Carlyle Commodities Corp. (CSE: CCC) (FSE: BJ4) ("Carlyle") is pleased to announce that it has entered into a non-binding letter of intent with Silver Pony Resources Corp. ("Silver Pony") to complete a business combination by way of a three-cornered amalgamation (the "Transaction"). In exchange for
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 CSE 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
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 km 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
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 5-year NoW 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 upcoming near-term drill testing and long-term systematic expansion of known mineralized zones.
Here are some images from the Projects:
Looking East From an Adit - Geologist looks at rock from a historic Adit at the Old Gold occurrence.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6130/279271_b49b143a944a4856_001full.jpg
Axiom Geologist collects rock sample from Wagner Zone.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6130/279271_b49b143a944a4856_002full.jpg
Rock Sample from the Rambler occurrence south of Wagner with 107.7 g/t Gold, 1303 g/t Silver, and
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6130/279271_b49b143a944a4856_003full.jpg
For more information regarding Silver Pony, and for a copy of Silver Pony's corporate presentation, please visit Silver Pony's website at www.silverponyresources.com.
Qualified Person
Darcy Vis, P.Geo., 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
Carlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns
ON BEHALF OF THE BOARD OF DIRECTORS OF CARLYLE
CARLYLE COMMODITIES CORP.
"Morgan Good"
Morgan Good
President and Chief Executive Officer
For more information regarding this news release, please contact:
Morgan Good, CEO and Director
T: 604-715-4751
E: morgan@carlylecommodities.com
W: www.carlylecommodities.com
Cautionary Note Regarding 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 and statements as to management's expectations and intentions with respect to, among other things: the Transaction (including the expected terms, timing and structure, regulatory approvals, the entering into of a definitive agreement and satisfactory completion of due diligence) and planned exploration of the Trout Lake Projects.
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: that Carlyle may be unable to enter into the definitive agreement on the expected terms and on the expected timing, or at all, that Carlyle may not receive Exchange approval for the Transaction, that the results of due diligence may be unsatisfactory and that the resulting issuer may not have the necessary funds or resources to carry out its planned exploration of the Trout Lake Projects.
In making the forward-looking statements in this news release, Carlyle has applied several material assumptions, including without limitation, that: the Carlye will receive Exchange approval for the Transaction, that Carlyle will be able to negotiate the terms of the definitive agreement as anticipated and on the expected timing, that the Transaction will be structured as currently anticipated and that the resulting issuer will have the necessary funds and resources to carry out its planned exploration of the Trout Lake Projects. Although management of Carlyle 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 out-look 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/279271
FAQ
What transaction did Carlyle Commodities (CCCFF) announce on December 31, 2025?
How many Carlyle shares will be issued to Silver Pony shareholders in the CCCFF deal?
What share consolidation will Carlyle (CCCFF) complete before the Silver Pony transaction?
Is Carlyle (CCCFF) raising capital for the Silver Pony transaction?
What will Carlyle's board look like after the Silver Pony combination (CCCFF)?
Are there restrictions on the Carlyle shares issued in the CCCFF transaction?
