Form 10 - Notice of Proposed Transaction
FORM 10 - NOTICE OF PROPOSED
SIGNIFICANT TRANSACTION
January2015
Page 1
FORM 10
NOTICE OF PROPOSED SIGNIFICANT TRANSACTION
Name of Listed Issuer: CARLYLE COMMODITIES CORP. (the “Issuer”).
Trading Symbol: CCC
Issued and Outstanding Securities of the Issuer Prior to Transaction: 41,339,996
Date of News Release Fully Disclosing the Transaction: October 16, 2023
1. Transaction
2. Provide details of the transaction including the date, description and location
of assets, if applicable, parties to and type of agreement (eg: sale, option,
license, contract for Inv estor Relations Activitie s etc.) and r elationship to the
Issuer. The disclosure should be sufficiently complete to enable a reader to
appreciate the significance of the transaction without reference to any other
material: On October 16, 20 23, the Issuer entered into a twelve (12)
month investor relations agreement (the “ Agreement”) with
MarketSmart Communications Inc. (“MarketSmart”), an independent
consultant. Pursuant to the Agreement, the Consultant will provide
shareholder and investor communication services to the Issuer ,
disseminate the Issuer’s news releases, and disclos e all pertinent
information related to the Issuer to MarketSmart’s investor database.
MarketSmart will also post all corporate information related to the Issuer
on MarketSmart’s website ( www.marketsmart.ca) and social media
feeds, provide the Issuer with the opportunity to broaden its national
and international reach and raise capital by way of introductions to
brokerage houses and other i nvestors, as well as offer industry specific
financial and media interviews. The services provided will be facilitated
by numerous digital venues such as programmatic digital marketing,
social media marketing on Twitter, Facebook, Instagram, email
marketing, direct one on one communications, and content creation.
3. Provide the following inform ation in relation to the total consideration for the
transaction (including details of all cash, non -convertible debt securities or
other consideration) and any required work commitments:
(a) Total aggregate consideration in Canadian dollars: $90,000
(b) Cash: $90,000
FORM 10 - NOTICE OF PROPOSED
SIGNIFICANT TRANSACTION
January2015
Page 2
(c) Other: N/A
(d) Work commitments: The Company has not committed to any
work.
4. State how the purchase or sale price and the terms of any agreement were
determined (e.g. arm’s-length negotiation, independent committee of the
Board, third party valuation etc). Arm’s length negotiations.
5. Provide details of any appraisal or valuation of the subject of the transaction
known to management of the Issuer: Not applicable.
.
6. If the transaction is an acquisition, details of the steps take n by the Issuer to
ensure that the vendor has good title to the assets being acquired: Not
applicable.
7. Provide the follo wing information for any a gent’s fee, commission, bonus or
finder’s fee, or other compensati on paid or to be paid in connection with the
transaction (including warrants, options, etc.):
(a) Details of any dealer, agent, broker or other person receiving
compensation in connection with the transaction (name, address. If
a corporation, identify pers ons owning or exe rcising voting control
over 20% or more of the voting shares if known to the Issuer): Not
applicable.
(b) Cash Not applicable.
(c) Other Not applicable.
8. State whether the vendor, sales agent, broker or other person receiving
compensation in connection with the transaction is a Related Person or has
any other relationship with the Issuer and provide details of the relationship.
Not applicable.
9. If applicable, indicate whether t he transaction is t he acquisition of an interest
in property conti guous to or other wise related to any other asset acquired in
the last 12 months. Not applicable.
2. Development
Provide details of the development. The disclosure should be sufficiently compl ete to
enable a r eader to appreciate the significance of the trans action without re ference to
any other material: Not applicable.
FORM 10 - NOTICE OF PROPOSED
SIGNIFICANT TRANSACTION
January2015
Page 3
3. Certificate Of Compliance
The undersigned hereby certifies that:
1. The undersigned is a director and/or senior officer of the Issuer and has been
duly authorized by a resolution of the board of directors of the Issuer to sign
this Certificate of Compliance.
2. To the knowledge of the Issue r, at the time an agreement in principle was
reached, no par ty to the transaction had knowled ge of any undisclosed
material information relating to the Issuer, other than in re lation to the
transaction.
3. As of the date hereof there is no material information concerning the Issuer
which has not been publicly disclosed.
4. The undersigned hereby certifi es to the Exchange that the Issuer is in
compliance with the requi rements of applicable securities legislation (as such
term is defined in National Instrument 14 -101) and all Exchange
Requirements (as defined in CNSX Policy 1).
5. All of the information in th is Form 10 Notice of Proposed Significant
Transaction is true.
Dated October 16, 2023.
Morgan Good
Name of Director or Senior
Officer
/S/ Morgan Good
Signature
President, CEO and Director
Official Capacity