Carlyle News Release - Carlyle Acquires Isaac Mining Corp. and The Newton Gold Project
620 – 1111 Melville Street, Vancouver, British Columbia V6E 3V6
News Release
CARLYLE ACQUIRES ISAAC MINING CORP., THE NEWTON GOLD
PROJECT AND OVER $2,000,000 IN CASH
December 17, 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 and closed (the “Closing”) an amalgamation agreement dated
December 16, 2020 (the “Agreement”) with Isaac Mining Corp. (“IMC”), an arm’s length private British
Columbia corporation, and 1269597 B.C. Ltd. (“NewCo”), a wholly-owned subsidiary of Carlyle, pursuant
to which Carlyle acquired (the “Transaction”) all of the issued and outstanding securities of IMC by way
of “three-cornered” amalgamation.
Isaac Mining Corp.
Incorporated in September of 2020, IMC is a private British Columbia mineral exploration corporation
which owns 100% of the Newton Gold Project (the “Newton Gold Project” or the “Project”) located in the
Clinton Mining Division of the Province of British Columbia.
Morgan Good, Chief Executive Officer of Carlyle, commented, “Carlyle and its team are excited to have
closed on this amalgamation with Isaac Mining and the acquisition of a 100% undivided interest in The
Newton Gold Project, which is on trend with Artemis Gold’s (TSVX:ARTG) permitted open-pit Blackwater
gold deposit in B.C., and we feel past exploration at Newton has merely scratched the surface of its true
potential. Also, Isaac was successful in closing more than $2M in funding sufficiently capitalizing the
treasury while eliminating financing risk and positioning the Company for success as it heads into the new
year.”
With the addition of the Newton Gold Project (as defined below), Carlyle has added another quality and
promising property to its portfolio of development and exploration assets. Following Closing, Carlyle now
has 9 mineral properties in its portfolio in Mexico and B.C., covering an aggregate of approximately 43,500
hectares including options to purchase 100% interests in the Cecilia Gold Project located in the State of
Sonora, Mexico, and the promising Sunset property located in the Vancouver Mining Division near
Pemberton, British Columbia, for which Carlyle has a current National Instrument 43-101 – Standards of
Disclosure for Mineral Projects (“NI 43-101”) technical report (the “Sunset Technical Report”). For more
information on Carlyle’s various exploration assets or the Sunset Technical Report, please see the
Company’s profile on SEDAR.
Transaction Summary
Pursuant to the Agreement, Carlyle acquired all of the issued and outstanding IMC Shares by way of a
“three-cornered” amalgamation (the “Amalgamation”) whereby NewCo and IMC amalgamated pursuant
to the provisions of the Business Corporations Act (British Columbia) to form one corporation, which
continued under the name “Isaac Newton Mining Corp.”, a wholly owned subsidiary of the Company.
Accordingly, each of the common shares of IMC (each, an “IMC Share”) were cancelled and, in
consideration for such IMC Shares, each IMC shareholder (collectively, the “IMC Shareholders”) received
one (1) common share in the capital of Carlyle (each, a “Share”) at a deemed price of $0.25 per Share for
every IMC Share held by such shareholder. An aggregate of 20,562,000 Shares (each, a “Consideration
Share”) were issued to the IMC Shareholders in exchange for their respective IMC Shares, having an
agreed value of $5,140,500, as well as an aggregate of 9,531,000 Replacement Warrants (as further
described below).
The Newton Gold Project
The Newton Gold Project lies within British Columbia’s exciting new gold belt, which includes Artemis Gold
Inc.’s (TSXV:ARTG) very large Blackwater Gold Project, which includes a measured+indicated resource
estimated at 11.7 million ounces gold and 122 million ounces of silver (Blackwater Gold Project British
Columbia NI 43-101 Technical Report on Pre-Feasibility Study: authored by Sue Bird, Daniel Fontaine, Tracy
Meintjes, Marc Schulte and John Thomas, August 26, 2020; www.artemisgoldinc.com). Blackwater is
located approximately 185 km to the northeast of Newton and is one of Canada’s largest open-pit gold
deposits and one of the world’s largest environmental assessment (EA) approved gold development
projects. The age and geological characteristics of the gold mineralization at Newton demonstrate striking
similarities to the mineralization at Blackwater.
The Newton Gold Project covers approximately 23,000 contiguous hectares of generally flat -lying
topography, located approximately 100 km west-southwest of Williams Lake in south-central British
Columbia, Canada. The area is accessible year-round by a 2.5-hour drive from Williams Lake, using
Highway 20 and maintained logging roads.
The Newton Gold Project includes more than 30,000 m of drilling, and a 2012 historic mineral resource
estimated at the inferred confidence level for 1.6 million ounces gold (Au), and 7.7 million ounces silver
(Ag), as reported in a NI 43-101 technical report effective dated December 19, 2012 entitled “Technical
Report on the Initial Mineral Resource Estimate for the New Project, Central British Columbia, Canada”,
prepared by Reno Pressacco, M.Sc.(A), P.Geo., for Amarc and filed under Amarc’s profile on
www.sedar.com (the “Newton Technical Report”). This inferred mineral resource estimates a grade of
0.44 g/t Au and 2.1 g/t Ag. at a cut-off grade of 0.25 g/t Au. The mineralization is typical of bulk-tonnage,
low to intermediate sulphidation, disseminated epithermal gold-silver deposit. Mineralization occurs
within an 800 x 400 m area defined by drilling to depths of 560 m, but primarily of depths only down to
300 m, representing a fraction within a larger 7 square kilometer hydrothermal system as defined by an
induced polarity chargeability anomaly. Drill results reported in the Newton Technical Report suggest that
the gold and silver mineralization may be expandable with additional possibilities to discover structurally
controlled zones of higher-grade gold.
The Newton Technical Report historic estimate is the most recent mineral resource estimate for the
Newton Gold Project and was prepared prior to Isaac acquiring the property from Amarc pursuant to a
Mineral Purchase Agreement dated October 17, 2020. No qualified person (“QP”) (as such term is defined
in NI 43-101) working for either Isaac or the Company has done sufficient work to classify the historic
estimate as a current mineral resource, and neither Isaac nor the Company is treating the historic estimate
as current mineral resources. The Company also does not imply that information or results from the
Newton Gold Project, either at present or in the future, will be similar to that of Artemis’ Blackwater
project.
Amarc has retained a 2.0% of the net smelter returns royalty from all products that are mined or extracted
from, or that otherwise originate from the mineral claims which comprise the Newton Gold Project. There
is also a 2.0% of the net smelter returns royalty on certain mineral claims at the Newton Gold Project in
favour of two underlying owners, which can be purchased at any time for $2,000,000.
Concurrent Financing
Prior to the Closing, IMC issued an aggregate of 8,062,000 units (each, an “IMC Unit”) at a price of $0.25
per IMC Unit for gross aggregate proceeds of $2,015,500 (the “Pre-Transaction Financing”). Each IMC
Unit consists of one IMC Share and one half of one IMC Share purchase warrant (each, an “IMC Warrant”),
with each full IMC Warrant entitling the holder to purchase one additional IMC Share at an exercise price
of $0.50 per IMC Share for a period of 3 years from the date of issue, provided that if the closing price of
the IMC Shares on any stock exchange on which the IMC Shares are then listed is at a price greater than
$1.00 for a period of 10 consecutive trading days, IMC will have the right to accelerate the expiry date of
the IMC Warrants by giving written notice to the holders of the IMC Warrants by news release or other
form of notice permitted by the certificate representing the IMC Warrants that the IMC Warrants will
expire on the date that is not less than 30 days from the date of such notice.
In connection with the Closing, each IMC Warrant which issued and outstanding immediately prior to the
effective time of the Amalgamation (inclusive of those IMC Warrants issued under the Pre-Transaction
Financing) was cancelled and its holder recei ved, in exchange therefor, one warrant (each,
a “Replacement Warrant”) to purchase one Share. The Replacement Warrants are on the same terms and
conditions as the cancelled IMC Warrants, as further described above.
Following the Closing, Carlyle has 45,609,516 Shares issued and outstanding and, in connection therewith,
Amarc, the vendor of the Newton Gold Project to Isaac, now holds more than 12.0% of the issued and
outstanding Shares and subject to early warning reporting obligations under National Instrument 62-103
– The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Subject to finalization
of agreement Amarc will act as operator of the exploration programs moving forward at the Newton Gold
Project, utilizing the depth of their experience and expertise, particularly in British Columbia, further
enhancing the relationship between Carlyle and HDI affiliated companies.
The Company relied on Section 2.11 of National Instrument 45-106 – Prospectus Exemptions for an
exemption from the prospectus requirements for the issuance of the Consideration Shares to the IMC
Shareholders. Prior to Closing, IMC paid a cash finder’s fee of $116,250 to an eligible finder in connection
with the Transaction.
Termination of Net Profit Interest Royalty
In connection with the Transaction, Carlyle has entered into a termination agreement (the “Termination
Agreement”) with Amarc and AgraFlora Organics International Inc. (formerly Newton Gold Corp.)
(“AgraFlora”) pursuant to which the Company agreed to purchase for cancellation a residual 5% net profit
interest royalty (the “NPI Royalty”) on the Newton Gold Project held by AgraFlora. In consideration for
the acquisition and termination of the NPI Royalty, Carlyle agreed to issue AgraFlora non-transferrable
warrants (each, a “Warrant”) to purchase 200,000 Shares (each, a “Warrant Share”) at an exercise price
of $0.50 per Warrant Share for a period of 3 years from the date of issuance, subject to the terms and
conditions contained in the certificate representing the Warrants.
All securities issued or issuable in connection with the Termination Agreement or the Warrants are subject
to a statutory hold period expiring four months and a day from the date of issue.
Qualified person
Harrison Cookenboo Ph.D., P.Geo., and a QP by the standards of Canadian National Instrument 43-101,
has reviewed the scientific and technical information that forms the basis for this news release and has
approved the disclosure herein.
About Carlyle
Carlyle is a mineral exploration company focused on the acquisition, exploration and development of
mineral resource properties. The Company has an option to earn a 100% interest in the Cecilia Gold-Silver
Project located in the State of Sonora, Mexico. Carlyle formed a strategic partnership with HDI and has
formed a 50-50 joint venture with HDI affiliate United Mineral Services Ltd. on the Mack Project and has
an option to earn a 50% interest in the Jake project, both located in B.C., as well owns 100% of The Newton
Gold Project in the Clinton Mining Division of B.C. The Company also wholly owns the Star, Porcher,
Peneece and Blackie Fe-Ti-V properties located along tidewater in western B.C. and holds an option to
earn a 100% interest in the promising Sunset property located in the Vancouver Mining Division near
Pemberton, B.C. Carlyle is based in Vancouver, B.C., and is listed on the Canadian Securities Exchange
(“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. 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. Accordingly, 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, any statements or plans relating to the Newton Gold Project by the Company, the
geological or strike similarities between the Newton Gold Project and Artemis’ Blackwater project, Amarc acting as
operator for exploration programs at Newton Gold Project, or the future exploration endeavours of Carlyle. 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 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, but
are not limited to, material divergence in the geological or strike similarities between the Newton Gold Project and
Artemis’ Blackwater project, Amarc not acting as operator for exploration programs at Newton Gold Project, the
inability of the Company to execute and raise funds necessary to complete its planned future activities and proposed
business plans. 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 or other precious metals, changes in the
financial markets and in the demand for gold or other precious metals, changes in laws, regulations and policies
affecting the mineral exploration industry, risks related to the acquisition of the Newton Gold Project and the
Company’s investment and 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. All scientific and technical
information in this presentation regarding the Newton Gold Project is derived from the Newton Technical Report
prepared by Reno Pressacco, M.Sc.(A), P.Geo., for Amarc and filed under Amarc’s profile on www.sedar.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).