Carlyle Commodities Announces Letter of Intent with Silver Pony Resources

Carlyle Commodities Corp. (CSE: CCC,OTC:CCCFF) (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 100% 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 20:1 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 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 $2.9 million CAD 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 g/t Silver, 45.66% Lead, 40.94% Zinc, and up to 107.7 g/t 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 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.

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https://images.newsfilecorp.com/files/6130/279271_b49b143a944a4856_001full.jpg

Axiom Geologist collects rock sample from Wagner Zone.

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Rock Sample from the Rambler occurrence south of Wagner with 107.7 g/t Gold, 1303 g/t Silver, and 1.07% Copper.

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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 100% of the Quesnel Gold Project located in the Cariboo Mining Division, 30 kilometers northeast of Quesnel in central B.C, as well hold the option to acquire 100% undivided interest in the Nicola East Mining Project, located approximately 25 kilometers east of the mining town of Merritt, B.C., and is listed on the CSE under the symbol "CCC" and the Frankfurt Exchange under the ticker "BJ4".

ON BEHALF OF THE BOARD OF DIRECTORS OF CARLYLE

Carlyle Commodities Corp.

"Morgan Good"

Morgan Good
President and Chief Executive Officer

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.

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