Carlyle News Release - Carlyle Announces Property Option Agreement with Riverside Resources
4302-1151 West Georgia Street, Vancouver, British Columbia V6E 0B3
News Release
Carlyle Announces Property Option Agreement with Riverside
Resources Inc. for The Cecilia Gold-Silver Project in Sonora, Mexico
DATE: July 15th, 2020 CSE:CCC | FSE:1OZ | OTC:DLRYF
CARLYLE COMMODITIES CORP. (CSE:CCC, FSE:1OZ, OTC:DLRYF) (“Carlyle” or the “Company”) is pleased
to announce that it has entered into an option agreement (the “Option Agreement ”) with Riverside
Resources Inc. (“Riverside”), an arm’s length TSX Venture Exchange (“TSXV”) listed issuer trading under
the symbol “RRI”, to purchase an undivided 100% interest in and to the 7,739 hectare Cecilia Gold-Silver
Project (the “Property”) located in the State of Sonora, Mexico (the “Transaction”).
Morgan Good, Chief Executive Officer of the Company , commented: “We are extremely thrilled to have
entered into this Option Agreement with Riverside for The Cecilia Gold -Silver Project in Sonora, Mexico.
President and CEO of Riverside Mr. John-Mark Staude and his exce ptional team have already completed
several successful years of exploration work creating value and advancing the project to its current status.
The project is drill permitted and all logistics are currently in place . This allows work programs, including
but not limited to an initial drill campaign where we will be testing several high priority targets , to begin
in short order . With many other junior mining companies exploring for precious metals in Mexico and
having had success of late , as well as the surging gold price and what we believe to be a prolonged gold
cycle, timing is perfect for Carlyle and Riverside.”
About The Cecilia Property
The Cecilia Gold Project is a district scale gold and silver low sulfidation epithermal system centered on
multiple mineralized rhyolitic flow-dome complexes and is located 40 km southwest of the Mexico-U.S.A.
border town of Agua Prieta in Sonora, Mexico. The project is directly accessible by well -maintained dirt
roads from highway 17. Mineralization is related to structures of N30W and N70E with high grades
assayed at the intersection of these structures. One of the workings at the Cerro Magallanes dome
returned high grades up to 133.7 g/t Au and 335 g/t Ag1. In addition to the rhyolite domes the underlying
sedimentary Cabullona group and Paleozoic limestone provide an environment for replacement style
mineralization at depth. Current deposit model type for Cec ilia are SSR Mining’s Pitarrilla deposit and
Fresnillo’s Sa n Julian deposit, which contain 526 million oz Ag (Measured + Indicated 2) and over 230
1 See RRI press release dated June 6, 2017
2 See SSR website, ssrmining.com
million oz Ag respectively. The mineralization hosted at the Pitarrilla project is not necessarily indicative
of mineralization hosted on the Company’s property.
Historical Exploration Results
The previous operator Riverside Resources completed a 1st phase exploration program at the North
Breccia and Central Zones in 2017 collecting 91 rock chip and grab samples. Thirty -three (33) of the 91
samples yielded gold assay s greater than 0.5 g/t gold (Au) with five samples assaying greater than 3 g/t
Au. The three-best sampled assays were:
• 133.7 g/t Au with 288 g/t silver (Ag)
• 58 g/t Au with 207 g/t Ag
• 8.42 g/t Au with 87.8 g/t Ag
Silver contents greater than 100 g/t Ag, six of these samples yielding assays that were greater than 200
g/t Ag and the maximum silver assay was 310 g/t Ag (see RRI press release dated June 6, 2017).
In September of 2018, Riverside completed a regional soil sampling program. The soil survey covered
approximately 30% of the 50 km 2 Cecilia 1 concession (see press release dated March 5, 2018 ), and has
expanded the targeting around the known central Cerro Magallanes area of the Cecilia Project. Carlyle
will continue to advance and refine the known central targets and is also placing equal priority on new
property-wide target generation.
The rock chip samples collected by Riverside's field crew and mentioned here were verified by the
qualified per son. Rock samples at the Cecilia Project were taken from thirty -two separate bedrock
outcroppings on the eastern slope of the prominent mount of Cerro Magallanes, with the majority of
individual samples consisting of composites of bedrock fragments hammer-chipped from 1.1 to 3.1 metre
long intervals across rock faces showing evidence of hydrothermal brecciation and silicification. The two
highest grade samples which assayed 113.7 and 58.0 g/t Au are select grab samples of loose quartz vein
rock found on the waste-rock dumps of two small underground workings which are believed to date back
to the 1940's. The two grab samples are not representative of the mineralization that was chip -sampled
from actual outcrops, however, they do support Riverside's view that the Cecilia property has excellent
potential for the discovery of epithermal quartz veins hosting gold and silver mineralization of the low -
sulphidation type.
More Project History
As many as 30 abandoned exploration adits, small underground galleries and s urface prospect pits are
distributed over the upper slopes of Cerro Magallanes, which are believed to date back to the early
decades of the 20th Century. In the early 1980s the Consejo de Recursos Minerales (CRM) initiated a
project at Cerro Magallanes ov er a 3-year period and carried out a comprehensive exploration program,
including:
• 896 km2 of regional mapping
• 635 surface rock chip samples
• 14.3-line kilometres of induced polarization
• 1,412 m of underground mapping
• 4 diamond drill holes totalling 732.3 m
Initial Work Program
The planned work program will be developed in the coming weeks with Riverside and can build upon
previous sampling, mapping, and structural work that was completed. The soil lines combined with the
3D modeling of past drill holes and projection of the surface mapped geology to depth begins to develop
a range of precious metals targets that can be drill tested. A value add of a drone aeromagnetic survey is
a critical next step to get a good picture of the ~80 km 2 property tenure which will aim to define the
deeper feeder structures that could be controlling near surface mineralization.
Option Agreement
Under the terms of the Option Agreement , Carlyle has the option to acquire a 100% interes t in the
Property (the “Option”) by (collectively, the “Option Payments”): (i) making aggregate cash payments of
$200,000 (collectively, the “Cash Payments”), (ii) issuing 1,500,000 common shares (each , a “Share”) in
the capital of the Company (the “Share Issuance ”), (iii) issuing 3 ,000,000 non -transferable special
warrants, and (iv) incurring an aggregate of $2 ,500,000 in exploration expenditures (collectively ,
the “Expenditures”), all in accordance with the schedule set out below:
Payment Date Cash Payment Shares
Special
Warrants Expenditures
Upon entry into of the
letter of intent in
connection with the
Option Agreement
$10,000
(Paid) - - -
Upon Closing (as
defined below) $40,000 1,500,000 3,000,000
12 months from Closing $50,000 - - $750,000
24 months from Closing $50,000 - - $500,000
36 months from Closing $50,000 - $1,250,000
TOTAL: $200,000 1,500,000 3,000,000 $2,500,000
Carlyle can, at its option, accelerate the exercise of the Option a t any time by completing the applicable
Option Payments as set forth in the table above.
Subject to minimum annual Expenditures of $120 ,000, any excess Expenditures completed by the
Company in any of the payment p eriods set out in the table above (each, a “Payment Period”) shall be
carried forward and credited to the Expenditures required in the next Payment Period. In addition, up to
50% of the total aggregate Expenditures required to be incurred by Carlyle in any of the Payment Periods
may be satisfied by the payment of the Expenditure amount directly to Riverside. However, at least one-
half of such payment must be made in cash , with the balance payable, at the option of the Carlyle, in its
sole discretion, by issuance of Shares in accordance with and priced at the maximum discount allowable
under the policies of the Canadian Securities Exchange (“CSE”) or any other applicable stock exchange on
which the Shares are so listed.
Each Special Warrant will automatically vest and convert into one Share on a one for one basis in
accordance with the following vesting schedule:
Vesting Date
No. of Special Warrants
Vested/Converted
12 months from Closing 500,000
18 months from Closing 500,000
24 months from Closing 500,000
30 months from Closing 500,000
36 months from Closing 1,000,000
Total: 3,000,000
All securities issued in connection with the Transaction will be subject to a statutory hold period expiring
four months and one day after the date of issuance. In addition, the Shares issued in connection with the
Share Issuance will be subject to a 6 month voluntary hold period.
The closing of the Transaction (the “Closing”) remains subject to the approval of the TSXV with respect to
Riverside and the compliance by Carlyle with the policies of the CSE.
Net Smelter Returns Royalty
Upon completion of the Option Payments, the Company will be deemed to have exercised the Option and
will have earned an undivided 100% legal and beneficial interest in and to the Property, subject to a 2.5%
net smelter return royalty (“NSR Royalty”) to be granted to Riverside.
Qualified Person & QA/QC
The scientific and technical data contained in this news release pertaining to the Cecilia Project was
reviewed and/or prepared under the supervision of Freeman Smith, P.Geo., a non -independent
qualified person to Riverside Resources Inc. who is responsible for ensuring that the geologic
information provided in this news release is accurate and who acts as a “qualified person” under
National Instrument 43-101 Standards of Disclosure for Mineral Projects.
All of Riverside's rock samples were analyzed at the Hermosillo and Vancouver laborato ries of Bureau
Veritas where gold content was determined by fire assaying with atomic adsorption finish and ICP-mass
spectrometry was used to analyze for 45 other elements. For quality control purposes, three standard
samples and one 'blank' sample were included with the batch of 91 field samples.
About Carlyle
Carlyle is a mineral exploration company focused on the acquisition , exploration and development of
mineral resource properties including its Option to earn a 100% interest in the Cecilia Gold-Silver Project
in S onora, Mexico . The Company also wholly owns the Star , Porcher, Peneece and Blackie Fe -Ti-V
properties located along tidewater in western British Columbia and has an option to earn a 100% interest
in the promising Sunset property located in the Vancouver Mining Division near Pemberton , British
Columbia. Carlyle is based in Vancouver, British Columbia, and is listed on the CSE under the symbol “CCC”.
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
W: www.carlylecommodities.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward -looking statements and forward -looking information (collectively , “forward-
looking statements”) within the meaning of applicable Canadian legislation. All statements in this news release that
are not purely historical are forward -looking statements and include statements regarding beliefs , plans,
expectations and orientations regarding the future including, without limitation, the exercise of the Option (and the
transactions contemplated thereby, including payment of the Option Payments and incurring the Expenditures), and
plans for further exploration of the Property are forward -looking statements. Although the Company believes that
such statements are reasonable and reflect expectations of future developments and other factors which
management believes to be reasonable and relevant, the Company can give no assurance that such expectations will
prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “expects”,
“anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or
variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results
that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this
news release , the Company has applied several material assumptions , including without limitation , that it and
Riverside will obtain any necessary third party approvals for the Option Agreement and exercise of the Option
pursuant thereto, that the results of the work to be conducted on the Property will be satisfactory and war rant
exercise of the Option, market fundamentals will result support the viability of gold mineral exploration, the receipt
of any necessary permits , licenses and regulatory approvals in connection with the future development of the
Property, the availability of the financing required for the Company to carry out its planned future activities, to retain
and attract qualified personnel and the ability of the Company to exercise the Option.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to differ materially from any future results, performance
or achievements expressed or implied by the forward -looking information. Such risks and other factors include the
inability of the Company to exercise the Option , execute its proposed business plans , and carry out planned future
activities. The novel strain of coronavirus, COVID-19, also poses new risks that are currently indescribable and
immeasurable. Other factors may also adversely affect the future results or performance of the Company, including
general economic, market or business conditions, future prices of gold, changes in the financial markets and in the
demand for gold, changes in laws, regulations and policies affecting the mineral exploration industry, risks related to
the acquisition of the Property and the Company ’s investment a nd operation in the mineral exploration sector in
Canada and abroad, as well as the risks and uncertainties which are more fully described in the Company ’s annual
and quarterly management’s discussion and analysis and other filings made by the Company with Canadian securities
regulatory authorities under the Company’s profile at www.sedar.com. 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 the forward -looking statements or to update the reasons why
actual results could differ from those projected in these forward-looking statements.
Historical information contained in this news release cannot be relied upon as the Company ’s Qualified Person, as
defined under NI 43-101 has not prepared nor verified the historical information.
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).