CARLYLE COMMODITIES CORP. (CSE:CCC, FSE:BJ4, OTC:DLRYF) (“Carlyle” or the “Company”) is pleased to announce that, further to its news release dated December 28, 2022, it has closed the second and final tranche (the “Final Tranche”) of its previously announced non-brokered private placement of flow-through-units of the Company (the “Offering”) consisting of 200,000 units (each, a “Unit”) of the Company at a price of $0.25 per Unit for gross aggregate proceeds of $50,000.
Each Unit consists of one common share in the capital of the Company issued on a “flow-through” basis (each, a “Flow-Through Share”) pursuant to the Income Tax Act (Canada) (the “Tax Act”) and one-half of one share purchase warrant (each, a “Warrant”), with each full Warrant entitling the holder thereof to purchase one non-flow-through common share in the capital of the Company (each, a “Warrant Share”) at a price of $0.375 per Warrant Share for a period of eighteen months following the date of issuance (the “Date of Issue”). Each Warrant is subject to an acceleration provision providing that, if the closing price for the Company’s common shares on the Canadian Securities Exchange (the “CSE”, or such other exchange on which the common shares may be traded at such time) is equal to or greater than $0.50 for a period of ten (10) consecutive trading days at any time after the Date of Issue, the Company can accelerate the expiry date of the Warrants by disseminating a news release advising the holders of the acceleration and, in such case, the Warrants will expire on the thirtieth day after the date of such notice.
The aggregate proceeds of the first tranche (the “First Tranche”) and the Final Tranche are $250,000. The Company intends to use the aggregate proceeds of the Offering for exploration expenditures at the Company’s Flagship Newton Project in British Columbia.
Finders’ fees of $4,000 and 16,000 finder’s warrants (each, a “Finder’s Warrant”) were paid in connection with the Final Tranche in accordance with the policies of the CSE and applicable securities laws. Collectively with the 34,400 Finder’s Warrants issued in connection with the First Tranche, the Company has issued an aggregate of 50,400 Finder’s Warrants under the Offering. Each Finder’s Warrant entitles the holder thereof to purchase one Share (each, a “Finder’s Warrant Share”) at an exercise price of $0.25 per Finder’s Warrant Share for a period of eighteen months following the Date of Issue.
All securities issued in connection with the Final Tranche are subject to a statutory hold period expiring four months and one day after the Date of Issue, as set out in National Instrument 45‐102 – Resale of Securities. None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Carlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Newton Project in the Clinton Mining Division of B.C., and is listed on the CSE under the symbol “CCC”.
ON BEHALF OF THE BOARD OF DIRECTORS OF
CARLYLE COMMODITIES CORP.
President and Chief Executive Officer
For more information regarding this news release, please contact:
Morgan Good, CEO and Director
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward‐looking information which is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ from those projected in the forward‐looking statements. Forward looking statements in this press release include, but are not limited to, statements regarding the anticipated use of proceeds of the Offering, the sufficiency of the proceeds from the closing of the Offering to finance the required expenditures on the Newton project, and the payment by the Company of any finders’ fees in connection with the Offering. These forward‐looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward‐looking information. Risks that could change or prevent these statements from coming to fruition include, but are not limited to, general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; and other risks outside of the Company’s control. Further, the ongoing COVID-19 pandemic, labour shortages, high energy costs, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the Company’s operating performance, financial position, and future prospects. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update these forward-looking statements.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.