Carlyle Commodities Corp. announced a non-brokered private placement of up to 1,000,000 non-flow-through units at a price of CAD 0.25 per Unit for gross proceeds of up to CAD 250,000 on February 24, 2023. Each unit consists of one common share and one-half of one Share purchase warrant, with each full Warrant entitling the holder thereof to purchase one additional Share at a price of CAD 0.375 per Warrant Share for a period of thirty-six months following issuance. The Warrants are subject to an acceleration provision whereby in the event the shares have a closing price on the Canadian Securities Exchange of CAD 0.50 or greater per share for a period of ten consecutive trading days at any time from the date of issuance, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the thirtieth day after the date of such notice. The securities to be issued are subject to statutory hold period expiring four months and one day after the date of issuance.

On the same day, the company issued 740,000 units for proceeds of approximately CAD 185,000 in its first tranche closing. The company paid CAD 14,000 as finder fees and 56,000 finder's warrants. Each finder's Warrant entitles the holder thereof to purchase one Share at an exercise price of CAD 0.25 per finder's Warrant Share for a period of thirty-six months following issuance. None of the securities sold in connection with the first tranche will be registered under the United States Securities Act of 1933.