Carlyle Issues Stock for Debt Page 1

Vancouver, British Columbia–(Newsfile Corp. – September 19, 2024) – CARLYLE COMMODITIES CORP. (CSE: CCC) (FSE: BJ4) (OTC pink: CCCFF) (“Carlyle” or the “Company“) announces that, further to the press release dated September 12, 2024, it has issued 795,000 ordinary shares (each a “Part“) at a fixed price of $0.05 per share to a director (the “Insider“) of the Company and an advisor to the Company in payment of a debt totaling $39,750 (the “Debt settlement“), to pay certain amounts owed by the Company for unpaid services.

Accordingly, the portion of the debt settlement with the Insider constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of minority shareholders in special transactions (“MI61-101“). The issuance of the Shares to the Insiders is exempt from the valuation requirement of MI 61-101 by virtue of the exemption in Section 5.5(b) as the Company’s Shares are not listed on any particular market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption in Section 5.7(1)(a) as the value of the Shares issued under the Debt Arrangement does not exceed 25% of the market capitalisation of the Company.