CARLYLE COMMODITIES CORP - CCCFF STOCK NEWS

Carlyle Commodities Corp (CSE: CCC, OTC: CCCFF) announced shareholder approval for the amalgamation of Miramis Mining Corp with Carlyle's wholly-owned subsidiary. Under the agreement, Miramis shares will be exchanged for Carlyle shares on a one-to-one basis, with Miramis shareholders expected to hold approximately 26.15% of outstanding Carlyle shares post-transaction.

The transaction will diversify Carlyle's portfolio to include three different projects across British Columbia and add cash to its treasury. The company's current Board of Directors and management will remain unchanged. The transaction is expected to complete in December 2024, subject to customary closing conditions.

Carlyle Commodities Corp. has completed the acquisition of a 100% interest in the Quesnel Gold Project in central British Columbia by issuing 2,000,000 common shares at $0.05 per share to Divitiae Resources The property spans 1,607.34 hectares and is located 30 kilometers northeast of Quesnel. The deal includes a 2% net smelter return royalty retained by Divitiae Resources, with Carlyle having the option to purchase 1% of the royalty for $1,000,000. The project benefits from strategic positioning within the Quesnel Trough, proximity to main highways and power lines, enabling year-round operations.

Carlyle Commodities Corp. (CSE: CCC, OTC: CCCFF) has filed a NI 43-101 Technical Report for its Quesnel Gold Project in British Columbia's Cariboo Mining Division. The report, dated October 30, 2024, follows the company's option agreement from September 27, 2024, to acquire the project located 30 kilometers northeast of Quesnel. The Technical Report was prepared by Warren Robb, P.Geo., a Qualified Person under National Instrument 43-101 standards, and is available on SEDAR+.

Carlyle Commodities Corp. (CSE: CCC, FSE: BJ4, OTC Pink: CCCFF) has issued 2,000,000 common shares at a deemed price of $0.05 per share to Divitiae Resources This issuance is part of Carlyle's recently announced option to purchase a 100% interest in the Quesnel Gold Project in central British Columbia. The project, covering 1,607.34 hectares, is located in the Cariboo Mining Division, 30 kilometers northeast of Quesnel.

The option agreement includes a 2% net smelter return royalty retained by the Optionor, with Carlyle having the right to purchase 1% of the royalty for $1,000,000. The Quesnel Gold Project is situated within the Quesnel Trough, part of the Intermountain Tectonic Belt, and is on trend with the historic 'G-South' gold resource. The issued securities are subject to a four-month and one-day hold period.

Carlyle Commodities Corp. (CSE: CCC, OTC: CCCFF) has entered into an amalgamation agreement with Miramis Mining Corp. The transaction will result in Miramis shareholders holding approximately 28.8% of Carlyle's outstanding shares. Carlyle has also announced an option agreement for the Quesnel Gold Project and a proposed sale of its Newton Project to Axcap Ventures Inc.

The amalgamation is expected to create a well-capitalized mineral exploration company with reduced operating costs and increased shareholder liquidity. Miramis shareholders will gain access to a larger, more diversified company with stronger market access.

The Quesnel Gold Project option requires Carlyle to make payments and issue shares to acquire a 100% interest. The proposed Newton Project sale includes cash payments, share issuances, and milestone-based considerations from Axcap to Carlyle.

Carlyle Commodities Corp. (CSE: CCC, FSE: BJ4, OTC Pink: CCCFF) has announced the issuance of 795,000 common shares at a deemed price of $0.05 per share to settle a debt of $39,750. This share issuance is part of a Debt Settlement to pay for unpaid services owed by the company to a director and a consultant.

The transaction with the director is considered a 'related party transaction' under Multilateral Instrument 61-101. However, it is exempt from valuation and minority shareholder approval requirements due to the company's shares not being listed on a specified market and the value of shares issued not exceeding 25% of the company's market capitalization.

All securities issued in the Debt Settlement will be subject to a statutory hold period of four months and one day after issuance, as per National Instrument 45-102.

Carlyle Commodities Corp (CSE: CCC, FSE: BJ4, OTC: CCCFF) has issued 3,806,920 common shares at $0.05 per share to settle $190,346 in debt owed to directors and consultants for unpaid services. Additionally, the company agreed to issue 795,000 common shares at $0.05 per share to settle $39,750 in debt with a director and a consultant.

The debt settlement with insiders constitutes a related party transaction under MI 61-101 but is exempt from valuation and minority shareholder approval requirements. All issued securities will be subject to a four-month and one-day statutory hold period.

Carlyle Commodities Corp. (CSE: CCC, FSE: BJ4, OTC Pink: CCCFF) has announced a debt settlement through the issuance of shares. The company will issue 3,806,920 common shares at a deemed price of $0.05 per share to settle a total debt of $190,346. This debt is owed to certain directors and consultants for unpaid services. The transaction includes a related party component involving company insiders, which is exempt from valuation and minority shareholder approval requirements under MI 61-101. All shares issued will be subject to a four-month and one-day statutory hold period.