Carlyle Announces Issuance of Shares for Debt

Rhea-AI Summary

Carlyle Commodities Corp. (OTC:CCCFF) has announced a debt settlement through share issuance. The company will issue 3,879,880 shares at $0.05 per share to company insiders and 4,868,181 shares at $0.011 per share to consultants, settling a total debt of $247,544.

The transaction 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.

Positive

• Debt reduction of $247,544 without cash expenditure
• Settlement improves balance sheet by converting debt to equity

Negative

• Significant share dilution through issuance of 8,748,061 new shares
• Related party transaction with insiders at higher price than consultants ($0.05 vs $0.011)
• Shares issued at significant discount to settle debt

Vancouver, British Columbia--(Newsfile Corp. - July 11, 2025) - CARLYLE COMMODITIES CORP. (CSE: CCC) (FSE: BJ4) (OTC: CCCFF) ("Carlyle" or the "Company") announces that it has agreed to issue an aggregate of 3,879,880 common shares (each, a "Share") at a deemed price of $0.05 per Share to certain insiders of the Company (the "Insiders"), and 4,868,181 common shares at the 20-day volume weighted average price (VWAP) of $0.011, to certain consultants of the Company as payment of debt in the aggregate amount of $247,544 (the "Debt Settlement"), to settle certain amounts owed by the Company for unpaid services.

Accordingly, the portion of the Debt Settlement with the Insiders constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of the Shares to the Insiders is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) as the value of the Shares being issued under the Debt Settlement do not exceed 25% of the Company's market capitalization.

All securities issued in connection with the Debt Settlement will be subject to a statutory hold period expiring four months and one day after the date of issuance, as set out in National Instrument 45‐102 - Resale of Securities.

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, holds 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", on the OTC Market under the ticker "CCCFF" and the Frankfurt Exchange under the ticker "BJ4".

ON BEHALF OF THE BOARD OF DIRECTORS OF

CARLYLE COMMODITIES CORP.

"Morgan Good"

Morgan Good
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

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).

Cautionary Note Regarding Forward-Looking Statements

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 the Company 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 the completion of the Debt Settlement.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will complete the Debt Settlement as anticipated.

These forward‐looking statements involve numerous risks, uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company will not complete the Debt Settlement as anticipated; the risk that the debtholders propose unfavourable changes to the Debt Settlement terms; the risk that the Canadian Securities Exchange opposes the Debt Settlement; and other risks outside of the Company's control.

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 out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258661

FAQ

What is the total value of debt being settled by Carlyle Commodities (CCCFF)?

Carlyle Commodities is settling a total debt of $247,544 through the issuance of shares.

How many shares is Carlyle (CCCFF) issuing for the debt settlement?

Carlyle is issuing a total of 8,748,061 shares, comprising 3,879,880 shares to insiders at $0.05 per share and 4,868,181 shares to consultants at $0.011 per share.

What is the hold period for the shares issued in CCCFF's debt settlement?

The shares issued in the debt settlement will have a statutory hold period of four months and one day after the date of issuance.

Why is Carlyle Commodities (CCCFF) exempt from minority shareholder approval for this transaction?

The transaction is exempt because the value of shares being issued does not exceed 25% of the company's market capitalization, as per Section 5.7(1)(a) of MI 61-101.

What is the price difference between shares issued to insiders versus consultants in CCCFF's debt settlement?

Insiders are receiving shares at $0.05 per share, while consultants are receiving shares at $0.011 per share (based on 20-day VWAP).