Form 10 - Notice of Proposed Transaction
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 Investor Relations Activities etc.) and relationship 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, 2023, 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 disclose 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 investors, 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 information 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
(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 taken by the Issuer to ensure that the vendor has good title to the assets being acquired: Not
applicable.
7. Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation 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 persons owning or exercising 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 the transaction is the acquisition of an interest in property contiguous to or otherwise 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 complete to enable a reader to appreciate the significance of the transaction without reference to any other material: Not applicable.
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 Issuer, at the time an agreement in principle was reached, no party to the transaction had knowledge of any undisclosed material information relating to the Issuer, other than in relation 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 certifies to the Exchange that the Issuer is in compliance with the requirements 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 this 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