CA Market News
2月前
Carlyle Commodities Corp. Announces Definitive Agreement for Amalgamation with Silver Pony Resources Corp.March 31, 2026 5:00 AM
NewsfileVancouver, British Columbia--(Newsfile Corp. - March 31, 2026) - Carlyle Commodities Corp. (CSE: CCC) (FSE: BJ4) ("Carlyle" or the "Company") is pleased to announce that it has executed a definitive agreement (the "Definitive Agreement") with Silver Pony Resources Corp. ("SPR"), dated March 30th, 2026, whereby the Company will acquire all of the issued and outstanding shares of SPR pursuant to a three-cornered amalgamation in accordance with Section 269 of the Business Corporations Act (British Columbia) (the "BCBCA") as further detailed below (the "Transaction"). The Transaction will constitute a "Fundamental Change" of the Company as defined by the policies of the Canadian Securities Exchange (the "CSE"). Transaction SummaryPursuant to the Definitive Agreement, the Company will complete a consolidation of its issued and outstanding common shares (the "Consolidation") on the basis of one post-Consolidation common share (the "Company Shares") for every twenty (20) outstanding common shares in the capital of the Company. Following the Consolidation and upon closing of the Transaction, each of the shareholders of SPR (the "SPR Shareholders") will receive one (1) Company Share in exchange for each share ("SPR Shares") held in the capital of SPR. Holders of common share purchase warrants of SPR will, upon exercise, receive Company Shares in lieu of SPR Shares on a 1:1 basis. Upon completion of the Transaction, the Company will change its name to "Silver Pony Resources Corp." or such other similar name as the parties may agree upon. Following completion of the Transaction, the Company will carry on the business of SPR, primarily focused on the exploration and development of the Trout Lake Property.The Transaction will be structured as a three-cornered amalgamation in accordance with Section 269 of the BCBCA in which SPR will amalgamate with 1582613 B.C. Ltd., a wholly-owned subsidiary of the Company formed solely for the purpose of facilitating the Transaction. Following the Transaction, the amalgamated company will be a wholly-owned subsidiary of the Company.An aggregate finder's fee of $550,000 payable in cash, Company Shares or a combination thereof will be payable upon closing of the Transaction to certain finders. Morgan Good, Carlyle's Chief Executive Officer, President, and Director, commented: "The Company is thrilled to announce the execution of definitive documentation. Silver Pony also received it's 5-year NoW a few weeks ago lining up the exploration season for this year beautifully. We believe our timing with a pullback in metal prices bodes well for a potential correction as we seek the necessary exchange approvals and mobilize drill crews and our technical team to site."Zac Gray, Silver Pony's Founder and Chief Executive Officer, stated: "I sourced this opportunity over 7 years ago, raised approximately $2,000,000+ privately with a trusted group of resource investors and strategically grew our land package while searching for the right team and market conditions to make the next leap. I chose to team up with Carlyle because of their technical expertise and depth on the ground in British Columbia. As a combined company, we expect to have all the necessary capital for our phase 1 and phase 2 plans and I'm particularly excited that things have fallen into place for all shareholders, both from Silver Pony and Carlyle. We are optimistic 2026 will be a positive year and are hopeful we can come away with plenty of exploration success."Concurrent FinancingIn connection with the Transaction, the Company completed its previously announced non-brokered private placement (the "Concurrent Financing") of an aggregate of 425,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.01 per Subscription Receipt ($0.20 on a post-Consolidation basis) for aggregate gross proceeds of C$4,250,000. The Concurrent Financing was completed in three tranches. Each Subscription Receipt will automatically convert, immediately prior to the completion of the Transaction, and subject to satisfaction of the escrow release conditions, into one unit of the Company (a "Unit"), without payment of additional consideration. Each Unit will be comprised of one Company Share (which will be Consolidated) and one-half of one common share purchase warrant of the Company (each whole warrant, a "Unit Warrant"). Each Unit Warrant will entitle the holder to purchase one (one-twentieth following the Consolidation) of an additional Company Share at an exercise price of $0.015 ($0.30 on a post-Consolidation basis) for a period of 18 months from the date of the issuance. Following the Consolidation, and provided that the Transaction closes, there will be 21,250,000 Common Shares issued upon the conversion of the Subscription Receipts and Unit Warrants exercisable to purchase an additional 10,625,000 Common Shares.In connection with the Concurrent Financing, the Company paid certain eligible finders an aggregate cash commission of $184,500 and issued to certain finders an aggregate of 20,240,000 finder's warrants (each, a "Finder's Warrant"). Each Finder's Warrant is exercisable into one unit of the Company (a "Finder's Unit") at an exercise price of $0.01 ($0.20 on a post-Consolidation basis) for a period of 18 months from the date of issuance. Each Finder's Unit is comprised of one Company Share and one-half of one common share purchase warrant of the Company (a "Finder's Unit Warrant"). Each full Finder's Unit Warrant is exercisable into one Company Share at an exercise price of $0.015 ($0.30 on a post-Consolidation basis) per share for a period of 18 months from the date of issuance. The provisions of the Finder's Warrants provide that the exercise terms will be adjusted to reflect the Consolidation, meaning that following the Consolidation, the Finder's Warrants will be exercisable for 1,012,000 Common Shares and 506,000 Finder's Unit Warrants.The gross proceeds of the Concurrent Financing are held in escrow and will be released to the Company immediately prior to the completion of the Transaction upon satisfaction of certain closing conditions. In the event the closing conditions are not satisfied or waived within 180 days following the closing date of the Concurrent Financing, the net proceeds will be returned to subscribers. The Company anticipates that the net proceeds will be used for exploration work and general working capital. Board of Directors and ManagementUpon completion of the Transaction, the board of directors of the Company is expected to be constituted as follows: Morgan Good - DirectorJeremy Hanson - DirectorLeighton Bocking - Director Zac Gray - Director Pursuant to the Definitive Agreement, the board of directors of the Company is expected to be expanded to five members at the next annual general meeting of shareholders, with Kyler Hardy to be nominated for election as an additional director. The following individuals are expected to continue as officers of the Company upon completion of the Transaction: Morgan Good - Chief Executive Officer, President and Director Bennett Liu - Chief Financial Officer Andrew Brown - Corporate Secretary Voting Support AgreementsThe directors and officers of each of Carlyle and SPR, and certain SPR shareholders, have entered into voting support agreements pursuant to which, among other things, they have agreed to vote their respective securities in favour of the resolutions required to complete the Transaction. Voluntary Lock-UpThe Company Shares to be issued to the SPR shareholders in connection with the Transaction will be subject to a voluntary contractual lock-up, in addition to any escrow or resale restrictions imposed by applicable securities laws or the policies of the CSE, with the shares to be released as follows:25% of the Company Shares released on closing; 25% of the Company Shares released 6 months following closing; 25% of the Company Shares released 12 months following closing; and 25% of the Company Shares released 18 months following closing. Conditions to ClosingClosing of the Transaction is subject to, among other things: (i) the approval of the CSE; (ii) approval of the Company shareholders of the Consolidation and the Transaction; (iii) approval of the SPR shareholders of the Transaction; (iv) receipt of all necessary regulatory and third-party approvals; (v) the conversion of the Subscription Receipts; (vi) delivery of the requisite financial statements and a technical report compliant with NI 43-101 in respect of the Trout Lake Property; and (vii) other customary closing conditions.A copy of the Definitive Agreement will be available under the Company's profile on SEDAR+ at www.sedarplus.ca.Listing Statement/Trading Halt Further details about the Transaction will be provided in a listing statement of the Company to be prepared and filed in respect of the Transaction in accordance with CSE policies. Trading of the Company Shares has been halted and will remain halted in accordance with CSE policies until all required documentation with respect to the Transaction has been accepted by the CSE.Qualified Person Warren Robb, P.Geo., a qualified person as per NI 43-101 has reviewed and approved the scientific and technical information contained in this news release. Mr. Robb is a professional geoscientist registered with Engineers and Geoscientists British Columbia.About Silver Pony Resources Corp.SPR's Trout Lake property (the "Trout Lake Property") is a polymetallic exploration property located in the historic Lardeau Mining District of southeastern British Columbia, approximately 90 km south of Revelstoke. The Trout Lake Property lies within the Trout Lake-Lardeau belt, an area that has seen more than a century of exploration and production focused on silver, lead, zinc and gold hosted in Orogenic Gold veins and Carbonate Replacement Systems. The Trout Lake Property also includes the adjoining mineral tenures historically associated with the Silver Cup area, which includes numerous Crown-granted claims, historic workings, and documented polymetallic occurrences. These combined mineral tenures form the exploration package being advanced by SPR. A technical report compliant with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") is being prepared in respect of the Trout Lake Property.About Carlyle Commodities Corp.The Company is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Quesnel Gold Project located in the Cariboo Mining Division, 30 kilometers northeast of Quesnel in central B.C., and holds the option to acquire 100% undivided interest in the Nicola East Mining Project, located approximately 25 kilometers east of the mining town of Merritt, B.C., and is listed on the CSE under the symbol "CCC" and the Frankfurt Exchange under the ticker "BJ4".For more information, please contact the Company at:Carlyle Commodities Corp. Morgan Good, President, CEO and Director
604-715-4751
morgan@carlylecommodities.comForward-Looking Information This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of Carlyle regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts; statements as to management's expectations and intentions with respect to, among other things, the Transaction, Consolidation and name change (including timing, structure and receipt of all necessary approvals, including CSE approval); the proposed changes to the board of directors and management of the Company; the satisfaction of all closing conditions; the preparation and filing of the listing statement in connection with the Transaction; the Company's expectations regarding the timing and receipt of necessary exchange approvals, the mobilization of drill crews and technical personnel, and the commencement and execution of planned exploration activities; anticipated market conditions, including expectations of a potential correction in metal prices; the Company's exploration plans, including the execution of Phase 1 and Phase 2 programs, the availability and sufficiency of capital to fund such programs, and the anticipated outcomes or success of such exploration activities; and statements expressing optimism regarding future performance, including expectations that 2026 will be a positive year and the potential for exploration success.These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company's ability to complete the Transaction as currently proposed or at all; the Company may not receive all necessary approvals for the Transaction, including CSE approval; the satisfaction or waiver of all closing conditions; and that the Company may not have the necessary funds or resources to carry out its planned exploration work; delays or failure to obtain approvals, adverse weather or site conditions; logistical or operational challenges; contractor or equipment availability issues, cost overruns; the inability to secure financing; volatility in metal prices; and the inherent uncertainty of exploration results, which may not be favourable.In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to complete the Transaction as anticipated and on the expected timing; the Company will receive all necessary approvals for the Transaction, including CSE approval; that the Company will have the necessary funds and resources to carry out its planned exploration work; the availability of personnel, equipment and contractors, the ability to execute planned exploration programs as anticipated, the availability of financing on acceptable terms, and favourable market conditions, including commodity prices. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290585
Original: Carlyle Commodities Corp. Announces Definitive Agreement for Amalgamation with Silver Pony Resources Corp.
CA Market News
3月前
Carlyle Commodities Announces Resignation of Vice President of ExplorationMarch 20, 2026 7:00 PM
NewsfileVancouver, British Columbia--(Newsfile Corp. - March 20, 2026) - Carlyle Commodities Corp. (CSE: CCC) (FSE: BJ4) ("Carlyle" or the "Company") announces that Jeremy Hanson, P.Geo., has resigned as Vice President of Exploration of the Company, effective March 20, 2026.Mr. Hanson will continue to serve as a member of the Board of Directors of the Company and will retain his role as the Company's Qualified Person ("QP") as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). The Company will continue to benefit from Mr. Hanson's extensive technical expertise and geological knowledge in his ongoing capacity as QP and director."We thank Jeremy for his significant contributions as Vice President of Exploration and are pleased that he will continue to provide his technical guidance to the Company in his roles as QP and director," said Morgan Good, Chief Executive Officer. "His continued involvement ensures seamless continuity of our exploration programs and the integrity of our technical disclosure."The Company confirms that all current technical disclosure remains supported by Mr. Hanson in his capacity as QP under NI 43-101, and that no changes to the Company's exploration programs or technical reporting are anticipated as a result of this transition.About CarlyleCarlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Quesnel Gold Project located in the Cariboo Mining Division, 30 kilometers northeast of Quesnel in central B.C, as well hold the option to acquire 100% undivided interest in the Nicola East Mining Project, located approximately 25 kilometers east of the mining town of Merritt, B.C., and is listed on the CSE under the symbol "CCC" and the Frankfurt Exchange under the ticker "BJ4".ON BEHALF OF THE BOARD OF DIRECTORS OF CARLYLECARLYLE COMMODITIES CORP."Morgan Good"Morgan Good
President and Chief Executive OfficerFor more information regarding this news release, please contact:Morgan Good, CEO, President and Director
T: 604-715-4751
E: morgan@carlylecommodities.com
W: www.carlylecommodities.comCautionary Note Regarding Forward-Looking InformationThis release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of Carlyle regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends", "anticipates", "plans", "believes", "expects", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: Mr. Hanson's continued involvement as QP and director.These forward-looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: that Mr. Hanson may not continue to serve as QP or director.In making the forward looking statements in this news release, Carlyle has applied several material assumptions, including without limitation, that: Mr. Hanson will continue to serve as QP and director. Although management of Carlyle has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289447
Original: Carlyle Commodities Announces Resignation of Vice President of Exploration
CA Market News
4月前
Carlyle Commodities Announces Increase and Final Closing of Current Funding Efforts for Aggregate Private Placement Proceeds of $4,250,000 in Connection with Proposed Transaction with Silver Pony ResourcesFebruary 10, 2026 7:06 PM
NewsfileVancouver, British Columbia--(Newsfile Corp. - February 10, 2026) - Carlyle Commodities Corp. (CSE: CCC) (FSE: BJ4) ("Carlyle") is pleased to announce that, further to its news releases of February 3, 2026, January 30, 2026 and January 23, 2026, it has further upsized its previously announced non-brokered private placement (the "Private Placement") by an additional $100,000 to aggregate gross proceeds of $4,250,000 and has closed the third and final tranche thereof. Under the third tranche, Carlyle issued 55,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.01 ($0.20 on a post-Consolidation basis) per Subscription Receipt, for additional gross proceeds of $550,000. In total, Carlyle raised aggregate gross proceeds of $4,250,000 under the Private Placement. The Private Placement was conducted in connection with Carlyle's proposed business combination (the "Transaction") with Silver Pony Resources Corp. ("Silver Pony"). As previously announced, Carlyle intends to consolidate its common shares in connection with the Transaction on a basis of 20 pre-consolidation shares for 1 post-consolidation share (the "Consolidation").Carlyle's Chief Executive Officer and Director, Mr. Morgan Good, commented: "We are pleased with the continued strong investor interest that enabled the further increase and closing of this Private Placement. This financing strengthens our cash position as we progress towards the completion of the proposed Transaction and advance all our Company initiatives."Offering TermsEach Subscription Receipt will automatically convert into one unit of Carlyle (a "Unit") (for no further consideration and without any further action by the holders thereof) upon all conditions for the closing of the Transaction being satisfied or waived (the "Escrow Release Condition"). Each Unit will consist of one common share of Carlyle (each a "Share") and one-half of one common share purchase warrant of Carlyle (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional common share of Carlyle (a "Warrant Share") at an exercise price of $0.015 ($0.30 on a post-Consolidation basis) per Warrant Share for a period of 18 months following the date on which the Escrow Release Condition is satisfied, subject to adjustment in certain events. The expiry date of the Warrants may be accelerated if the closing price of the Shares on any Canadian stock exchange equals or exceeds $0.025 ($0.50 on a post-Consolidation basis) for five consecutive trading days. In such event, Carlyle may, within 15 business days following the occurrence of that condition, accelerate the expiry date of the Warrants by issuing a news release, in which case the Warrants will expire on the date that is 30 calendar days after the date of such news release, as specified therein.In connection with the third tranche, Carlyle: (i) paid to certain eligible finders an aggregate cash commission of $8,500; and (ii) issued to certain finders an aggregate of 800,000 finder's warrants (each a "Finder's Warrant"). Each Finder's Warrant is exercisable into one unit of the Company (a "Finder's Unit") at an exercise price of $0.01 ($0.20 on a post-Consolidation basis) for a period of 18 months from the date of issuance. Each Finder's Unit is comprised of one Share and one-half of one warrant (a "Finder's Unit Warrant"). Each full Finder's Unit Warrant is exercisable into one Share at an exercise price of $0.015 ($0.30 on a post-Consolidation basis) per share for a period of 18 months from the date of issuance. In total, Carlyle paid aggregate cash commissions of $184,500 and issued an aggregate of 20,240,000 Finder's Warrants under the Private Placement. All securities issued in connection with the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance.The Company also wishes to clarify that its news releases of January 23, 2026 and January 30, 2026, inadvertently stated that it had raised $2,855,000 and $2,705,000, respectively, in the first tranche; the correct amount raised in the first tranche was $2,655,000.Escrow and Use of ProceedsThe net proceeds of the Private Placement will be held in escrow pending satisfaction of the Escrow Release Condition. In the event the Escrow Release Condition is not satisfied or waived within 180 days following the closing date of the Private Placement, the net proceeds of the Private Placement will be returned to the subscribers in accordance with the terms of the subscription receipts. If the Escrow Release Condition is met, Carlyle anticipates that the net proceeds will be used for exploration work on the Silver Pony Resources Trout Lake Projects and general working capital.For more information regarding the Transaction, please refer to Carlyle's news release dated December 31, 2025. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.About CarlyleCarlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Quesnel Gold Project located in the Cariboo Mining Division, 30 kilometers northeast of Quesnel in central B.C, and holds the option to acquire 100% undivided interest in the Nicola East Mining Project, located approximately 25 kilometers east of the mining town of Merritt, B.C., and is listed on the CSE under the symbol "CCC" and the Frankfurt Exchange under the ticker "BJ4".ON BEHALF OF THE BOARD OF DIRECTORS OF CARLYLECARLYLE COMMODITIES CORP."Morgan Good"Morgan Good
President and Chief Executive OfficerFor more information regarding this news release, please contact:Morgan Good, CEO, President, and Director
T: 604-715-4751
E: morgan@carlylecommodities.com
W: www.carlylecommodities.comCautionary Note Regarding Forward-Looking Information This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of Carlyle regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends", "anticipates", "plans", "believes", "expects", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the completion of the Transaction and the Consolidation; the satisfaction of the Escrow Release Condition and the timing thereof; the conversion of the Subscription Receipts; the use of the net proceeds from the Private Placement for exploration on the Trout Lake Projects and for general working capital; and the advancement of the Trout Lake Projects.These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: that the Escrow Release Condition will not be satisfied, that the Transaction will not close, that the Consolidation will not be completed, and that the net proceeds will not be used as anticipated.In making the forward-looking statements in this news release, Carlyle has applied several material assumptions, including without limitation, that: the Escrow Release Condition will be satisfied, the Transaction will close, the Consolidation will be completed as anticipated, and the net proceeds of the Private Placement will be used as anticipated. Although management of Carlyle has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESTo view the source version of this press release, please visit https://www.newsfilecorp.com/release/283500
Original: Carlyle Commodities Announces Increase and Final Closing of Current Funding Efforts for Aggregate Private Placement Proceeds of $4,250,000 in Connection with Proposed Transaction with Silver Pony Resources
CA Market News
4月前
Carlyle Commodities Announces Second Increase of Private Placement to $4,150,000 in Connection with Proposed Transaction with Silver Pony ResourcesFebruary 3, 2026 3:25 PM
NewsfileVancouver, British Columbia--(Newsfile Corp. - February 3, 2026) - Carlyle Commodities Corp. (CSE: CCC) (FSE: BJ4) ("Carlyle") is pleased to announce that, as a result of strong investor demand, it has further upsized its previously announced non-brokered private placement (the "Private Placement") by an additional $400,000, for aggregate gross proceeds of up to $4,150,000, on the same terms as previously disclosed in Carlyle's news releases of January 23, 2026, and January 30, 2026.In connection with the upsized Private Placement, Carlyle expects to complete an additional third tranche of the Private Placement for gross proceeds of up to approximately $400,000, subject to customary closing conditions and applicable regulatory approvals. The Private Placement is being conducted in connection with Carlyle's proposed business combination (the "Transaction") with Silver Pony Resources Corp. ("Silver Pony"). As previously announced, Carlyle intends to consolidate its common shares in connection with the Transaction on a basis of 20 pre-consolidation shares for 1 post-consolidation share (the "Consolidation"). Carlyle's Chief Executive Officer and Director, Mr. Morgan Good, commented: "We are very encouraged by the continued strong demand for this financing as it includes strategic institutional and significant investors in the capital market community. The additional interest allows us to further strengthen our balance sheet as we advance toward completion of the proposed Transaction and prepare for the next phase of exploration and corporate development."Offering TermsThe Private Placement is being completed through the issuance of subscription receipts (the "Subscription Receipts") at a price of $0.01 per Subscription Receipt ($0.20 on a post-Consolidation basis). Each Subscription Receipt will automatically convert into one unit of Carlyle (a "Unit") (for no further consideration and without any further action by the holders thereof) upon all conditions for the closing of the Transaction being satisfied or waived (the "Escrow Release Condition"). Each Unit will consist of one common share of Carlyle (each a "Share") and one-half of one common share purchase warrant of Carlyle (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional common share of Carlyle (a "Warrant Share") at an exercise price of $0.015 ($0.30 on a post-Consolidation basis) per Warrant Share for a period of 18 months following the date on which the Escrow Release Condition is satisfied, subject to adjustment in certain events. The expiry date of the Warrants may be accelerated if the closing price of the Shares on any Canadian stock exchange equals or exceeds $0.025 ($0.50 on a post-Consolidation basis) for five consecutive trading days. In such event, Carlyle may, within 15 business days following the occurrence of that condition, accelerate the expiry date of the Warrants by issuing a news release, in which case the Warrants will expire on the date that is 30 calendar days after the date of such news release, as specified therein.Finder's fees may be payable to eligible finders in connection with the third tranche of the Private Placement in accordance with applicable securities laws and exchange policies. All securities issued under the Private Placement will be subject to a statutory hold period of four months and one day from the date of issuance.Escrow and Use of ProceedsThe net proceeds of the Private Placement will be held in escrow pending satisfaction of the Escrow Release Condition. In the event the Escrow Release Condition is not satisfied or waived within 180 days following the closing date of the Private Placement, the net proceeds of the Private Placement will be returned to the subscribers in accordance with the terms of the subscription receipts. If the Escrow Release Condition is met, Carlyle anticipates that the net proceeds will be used for exploration work on the Silver Pony Resources Trout Lake Projects and general working capital.For more information regarding the Transaction, please refer to Carlyle's news release dated December 31, 2025. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.About CarlyleCarlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Quesnel Gold Project located in the Cariboo Mining Division, 30 kilometers northeast of Quesnel in central B.C, as well hold the option to acquire 100% undivided interest in the Nicola East Mining Project, located approximately 25 kilometers east of the mining town of Merritt, B.C., and is listed on the CSE under the symbol "CCC" and the Frankfurt Exchange under the ticker "BJ4".ON BEHALF OF THE BOARD OF DIRECTORS OF CARLYLECARLYLE COMMODITIES CORP."Morgan Good"Morgan Good
President and Chief Executive OfficerFor more information regarding this news release, please contact:Morgan Good, CEO, President and Director
T: 604-715-4751
E: morgan@carlylecommodities.com
W: www.carlylecommodities.comCautionary Note Regarding Forward-Looking InformationThis release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of Carlyle regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends", "anticipates", "plans", "believes", "expects", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the completion of the Transaction and the Consolidation; the satisfaction of the Escrow Release Condition and the timing thereof; the conversion of the Subscription Receipts; the use of the net proceeds from the Private Placement for exploration on the Trout Lake Projects and for general working capital; and the advancement of the Trout Lake Projects.These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: that the Escrow Release Condition will not be satisfied, that the Transaction will not close, that the Consolidation will not be completed, and that the net proceeds will not be used as anticipated.In making the forward-looking statements in this news release, Carlyle has applied several material assumptions, including without limitation, that: the Escrow Release Condition will be satisfied, the Transaction will close, the Consolidation will be completed as anticipated, and the net proceeds of the Private Placement will be used as anticipated. Although management of Carlyle has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESTo view the source version of this press release, please visit https://www.newsfilecorp.com/release/282577
Original: Carlyle Commodities Announces Second Increase of Private Placement to $4,150,000 in Connection with Proposed Transaction with Silver Pony Resources
CA Market News
4月前
Carlyle Commodities Announces Upsize and Closing of Second Tranche for Aggregate Private Placement Proceeds of $3,750,000 in Connection with Proposed Transaction with Silver Pony ResourcesJanuary 30, 2026 8:22 PM
NewsfileVancouver, British Columbia--(Newsfile Corp. - January 30, 2026) - Carlyle Commodities Corp. (CSE: CCC) (FSE: BJ4) ("Carlyle") is pleased to announce that, further to its news release of January 23, 2026, it has upsized its previously announced non-brokered private placement (the "Private Placement") to aggregate gross proceeds of up to $3,750,000 and has closed the second and final tranche thereof. Under the second tranche, Carlyle issued 104,500,000 subscription receipts (the "Subscription Receipts") at a price of $0.01 ($0.20 on a post-Consolidation basis) per Subscription Receipt, for additional gross proceeds of approximately $1,045,000 In total, Carlyle raised aggregate gross proceeds of $3,750,000 under the Private Placement. The Private Placement was conducted in connection with Carlyle's proposed business combination (the "Transaction") with Silver Pony Resources Corp. ("Silver Pony"). As previously announced, Carlyle intends to consolidate its common shares in connection with the Transaction on a basis of 20 pre-consolidation shares for 1 post-consolidation share (the "Consolidation"). Carlyle Chief Executive Officer and Director, Mr. Morgan Good, commented: "Obviously we are excited at the level of investor interest in this offering and to close it so swiftly. Many interested investors unfortunately were not able to participate as the Company was mindful of dilution while strengthening its balance sheet to support upcoming exploration activities and broader corporate initiatives."Each Subscription Receipt will automatically convert into one unit of Carlyle (a "Unit") (for no further consideration and without any further action by the holders thereof) upon all conditions for the closing of the Transaction being satisfied or waived (the "Escrow Release Condition"). Each Unit will consist of one common share of Carlyle (each a "Share") and one-half of one common share purchase warrant of Carlyle (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional common share of Carlyle (a "Warrant Share") at an exercise price of $0.015 ($0.30 on a post-Consolidation basis) per Warrant Share for a period of 18 months following the date on which the Escrow Release Condition is satisfied, subject to adjustment in certain events. The expiry date of the Warrants may be accelerated if the closing price of the Shares on any Canadian stock exchange equals or exceeds $0.025 ($0.50 on a post-Consolidation basis) for five consecutive trading days. In such event, Carlyle may, within 15 business days following the occurrence of that condition, accelerate the expiry date of the Warrants by issuing a news release, in which case the Warrants will expire on the date that is 30 calendar days after the date of such news release, as specified therein.The net proceeds of the Private Placement will be held in escrow pending satisfaction of the Escrow Release Condition. In the event the Escrow Release Condition is not satisfied or waived within 180 days following the closing date of the Private Placement, the net proceeds of the Private Placement will be returned to the subscribers in accordance with the terms of the subscription receipts. If the Escrow Release Condition is met, Carlyle anticipates that the net proceeds will be used for exploration work on the Silver Pony Resources Trout Lake Projects and general working capital.In connection with the second tranche, Carlyle: (i) paid to certain eligible finders an aggregate cash commission of $51,200; and (ii) issued to certain finders an aggregate of 6,960,000 finder's warrants (each a "Finder's Warrant"). Each Finder's Warrant is exercisable into one unit of the Company (a "Finder's Unit") at an exercise price of $0.01 ($0.20 on a post-Consolidation basis) for a period of 18 months from the date of issuance. Each Finder's Unit is comprised of one Share and one-half of one warrant (a "Finder's Unit Warrant"). Each full Finder's Unit Warrant is exercisable into one Share at an exercise price of $0.015 ($0.30 on a post-Consolidation basis) per share for a period of 18 months from the date of issuance. In total, Carlyle paid aggregate cash commissions of $176,000 and issued an aggregate of 19,440,000 Finder's Warrants under the Private Placement. All securities issued in connection with the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance.The Company also wishes to clarify that its news release of January 23, 2026, inadvertently stated that it had raised $2,855,000 in the first tranche; the correct amount raised in the first tranche was $2,705,000.For more information regarding the Transaction, please refer to Carlyle's news release dated December 31, 2025. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.About CarlyleCarlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Quesnel Gold Project located in the Cariboo Mining Division, 30 kilometers northeast of Quesnel in central B.C, as well hold the option to acquire 100% undivided interest in the Nicola East Mining Project, located approximately 25 kilometers east of the mining town of Merritt, B.C., and is listed on the CSE under the symbol "CCC" and the Frankfurt Exchange under the ticker "BJ4".ON BEHALF OF THE BOARD OF DIRECTORS OF CARLYLECARLYLE COMMODITIES CORP."Morgan Good"Morgan Good
President and Chief Executive OfficerFor more information regarding this news release, please contact:Morgan Good, CEO, President and Director
T: 604-715-4751
E: morgan@carlylecommodities.com
W: www.carlylecommodities.comCautionary Note Regarding Forward-Looking InformationThis release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of Carlyle regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends", "anticipates", "plans", "believes", "expects", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the completion of the Transaction and the Consolidation; the satisfaction of the Escrow Release Condition and the timing thereof; the conversion of the Subscription Receipts; the use of the net proceeds from the Private Placement for exploration on the Trout Lake Projects and for general working capital; and the advancement of the Trout Lake Projects.These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: that the Escrow Release Condition will not be satisfied, that the Transaction will not close, that the Consolidation will not be completed, and that the net proceeds will not be used as anticipated.In making the forward-looking statements in this news release, Carlyle has applied several material assumptions, including without limitation, that: the Escrow Release Condition will be satisfied, the Transaction will close, the Consolidation will be completed as anticipated, and the net proceeds of the Private Placement will be used as anticipated. Although management of Carlyle has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESTo view the source version of this press release, please visit https://www.newsfilecorp.com/release/282292
Original: Carlyle Commodities Announces Upsize and Closing of Second Tranche for Aggregate Private Placement Proceeds of $3,750,000 in Connection with Proposed Transaction with Silver Pony Resources
starbuxsux
13年前
Calgon Carbon Announces Third Quarter Results
7:00 AM ET 11/5/13 | BusinessWire
Calgon Carbon Corporation (NYSE: CCC) reported results for the third quarter ended September 30, 2013.
For the third quarter of 2013, the company reported net income of $0.22 per fully diluted share, as compared to a net loss of $0.08 per fully diluted share for the third quarter of 2012.
Net income for the third quarter of 2013 was $11.9 million versus a net loss of $4.5 million for the comparable period of 2012. The 2012 results included a pre-tax restructuring charge of $8.0 million.
Net sales for the third quarter of 2013 were $139.4 million versus third quarter 2012 sales of $135.5 million, an increase of 2.9%. Currency translation had a $3.8 million negative impact on sales for the third quarter of 2013 due primarily to the weaker yen.
For the third quarter of 2013, sales of Activated Carbon and Service increased by 7.0%, as compared to the third quarter of 2012. The increase was primarily due to higher demand for activated carbon in the environmental water, food and specialty carbon markets. These increases were partially offset by lower demand for activated carbon in the environmental air treatment market.
Equipment sales decreased by 26.3% versus the third quarter of 2012 due to lower sales of ballast water treatment systems and, to a lesser extent, on carbon adsorption systems. Third quarter 2013 Consumer sales increased 28.2% over the comparable period of 2012 due to higher demand for activated carbon cloth.
For the third quarter of 2013, net sales less the cost of products sold as a percentage of net sales (excluding depreciation) was 33.3%, versus 27.3% for the third quarter of 2012. The improvement was attributable to better plant performance and lower costs. In addition, the 2012 period was characterized by maintenance issues, delays associated with a capital project, and hurricane damage at the company's Pearl River plant, which increased the cost of products sold by $2.5 million. A $1.7 million write-off of obsolete inventory also contributed unfavorably to 2012's costs.
Selling, administrative and research expenses for the third quarter of 2013 were $21.0 million, as compared to $25.8 million for the third quarter of 2012. The decrease relates to expense control efforts as well as the absence of charges in 2012, including $3.4 million in employee-related expenses.
Net sales for the nine months ended September 30, 2013 were $414.8 million, a 1.3% decrease over the comparable period of 2012. Revenue from ballast water treatment systems was $14.8 million lower than in the comparable period of 2012. In addition, currency translation had a $10.0 million negative effect on sales for the nine months ended September 30, 2013, primarily due to the weaker yen.
Net income for the nine months ended September 30, 2013, was $34.7 million versus $14.2 million for the comparable period of 2012. Income from operations for the nine months ended September 30, 2012 was $53.1 million as compared to $25.1 million for nine months ended September 30, 2012. The 111.1% increase includes a significant positive impact from the company's cost improvement initiatives.
Fully diluted net income per common share for the nine months ended September 30, 2013, was $0.64 as compared to $0.25 for the comparable period of 2012.
Commenting on the results, Randy Dearth, Calgon Carbon's President and Chief Executive Officer, said, "The results for the quarter and year-to-date periods clearly show the significant benefits from our corporate initiatives. Going forward, these initiatives along with our focus on growth opportunities will strengthen our position as a leader in the markets we serve."
Calgon Carbon Corporation, headquartered in Pittsburgh, Pennsylvania, is a global leader in services and solutions for making water and air safer and cleaner.
For more information about Calgon Carbon's leading activated carbon and ultraviolet technology solutions for municipalities and industries, visit www.calgoncarbon.com.
This news release contains historical information and forward-looking statements. Forward-looking statements typically contain words such as "expect," "believe," "estimate," "anticipate," or similar words indicating that future outcomes are uncertain. Statements looking forward in time, including statements regarding future growth and profitability, price increases, cost savings, broader product lines, enhanced competitive posture and acquisitions, are included in the company's most recent Annual Report pursuant to the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause the company's actual results in future periods to be materially different from any future performance suggested herein. Further, the company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the company's control. Some of the factors that could affect future performance of the company are changes in, or delays in the implementation of, regulations that cause a market for our products, acquisitions, higher energy and raw material costs, costs of imports and related tariffs, labor relations, capital and environmental requirements, changes in foreign currency exchange rates, borrowing restrictions, validity of patents and other intellectual property, and pension costs. In the context of the forward-looking information provided in this news release, please refer to the discussions of risk factors and other information detailed in, as well as the other information contained in the company's most recent Annual Report.
CIBOLA
15年前
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Link To This Article:
Calgon Carbon Announces Second Quarter Results
Date : 08/02/2011 @ 7:30AM
Source : Business Wire
Stock : Calgon Carbon Corporation (CCC)
Quote : 15.33 0.29 (1.93%) @ 9:30AM
Calgon Carbon Announces Second Quarter Results
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Calgon Carbon (NYSE:CCC)
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Today : Tuesday 2 August 2011
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Calgon Carbon Corporation (NYSE: CCC) announced results for the second quarter ended June 30, 2011.
The company reported net income of $11.3 million for the second quarter of 2011, as compared to net income of $2.9 million for the second quarter of 2010. On a fully diluted basis, net income per common share for the second quarter of 2011 was $0.20, as compared to $0.05 for the second quarter of 2010.
Income from operations for the second quarter of 2011 was $17.4 million, versus $4.3 million for the comparable period of 2010.
Both income from operations and net income for the second quarter of 2010 included an $11.5 million ($7.2 million after-tax) charge for a litigation contingency.
Net sales for the second quarter of 2011 were $135.3 million, an $11.7 million, or a 9.5%, increase over the comparable period in 2010. Currency translation had a $6.6 million positive impact on sales for the second quarter due to the weak dollar.
For the second quarter of 2011, sales for the Activated Carbon and Service segment increased 10.1%, as compared to the second quarter of 2010. The increase was due principally to higher demand for certain activated carbon and service products in the environmental water, environmental air, and food markets.
Equipment sales for the second quarter of 2011 increased 5.0% over the second quarter of 2010 due to higher revenue from ballast water treatment systems. For the second quarter of 2011, Consumer sales were comparable to the second quarter of 2010.
Net sales less the cost of products sold as a percentage of net sales for the second quarter of 2011 was 32.8% versus 34.8% for the second quarter of 2010. One percentage point of the decline was attributable to a $1.3 million charge related to the PreZerve® product line, which was previously disclosed as being discontinued. An increase in sales of lower margin outsourced carbon products also contributed to the decline.
Selling, administrative and research expenses for the second quarter of 2011 were comparable to the second quarter of 2010. As a percentage of sales, however, SG&A improved to 16.6% for the second quarter of 2011 versus 17.8% for the second quarter of 2010.
Environmental and litigation contingencies for the second quarter of 2011 included a $1.3 million reduction in the estimate to complete a remediation project at the company’s production facility in Columbus, Ohio. In the second quarter of 2010, the company recorded an $11.5 million litigation contingency charge.
Calgon Carbon’s board of directors did not declare a quarterly dividend.
Net sales for the six months ended June 30, 2011, were $259.7 million, a $33.2 million, or a 14.6%, increase over the comparable period in 2010. Of this increase, $17.9 million is attributable to an additional three months of Calgon Carbon Japan net revenue, since its results were fully consolidated as of April 1, 2010.
Results for the six months ended June 30, 2010, included a gain on acquisitions of $2.7 million.
Currency translation had a $7.5 million positive impact on sales for the first half of 2011 due to the weak dollar.
Net income for the six months ended June 30, 2011, was $19.8 million versus $12.4 million for the comparable period of 2010. Fully diluted net income per common share for the first half of 2011 was $0.35. Fully diluted net income per common share for the first half of 2010 was $0.22.
Commenting on the quarter, John Stanik, Calgon Carbon’s chairman, president and chief executive officer, said, “Calgon Carbon’s performance for the quarter was solid, as sales strengthened and mix improved as the quarter progressed. Margins also improved sequentially, excluding the effect of the PreZerve inventory charge.”
For more information about Calgon Carbon’s leading activated carbon and ultraviolet technology solutions for municipalities and industries, visit www.calgoncarbon.com.
Calgon Carbon Corporation, headquartered in Pittsburgh, Pennsylvania, is a global leader in services and solutions for making water and air safer and cleaner.
This news release contains historical information and forward-looking statements. Forward-looking statements typically contain words such as “expect,” “believe,” “estimate,” “anticipate,” or similar words indicating that future outcomes are uncertain. Statements looking forward in time, including statements regarding future growth and profitability, price increases, cost savings, broader product lines, enhanced competitive posture and acquisitions, are included in the company’s most recent Annual Report pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause the company’s actual results in future periods to be materially different from any future performance suggested herein. Further, the company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the company’s control. Some of the factors that could affect future performance of the company are higher energy and raw material costs, costs of imports and related tariffs, labor relations, capital and environmental requirements, changes in foreign currency exchange rates, borrowing restrictions, validity of patents and other intellectual property, and pension costs. In the context of the forward-looking information provided in this news release, please refer to the discussions of risk factors and other information detailed in, as well as the other information contained in the company’s most recent Annual Report.
Calgon Carbon Corporation
Condensed Consolidated Statement of Income
(Dollars in thousands except per share data)
(Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
2011 2010 2011 2010
Net Sales $ 135,298 $ 123,574 $ 259,678 $ 226,501
Cost of Products Sold 90,864 80,512 173,853 146,303
Depreciation and Amortization 5,655 5,261 11,195 10,338
Selling, Administrative & Research 22,499 22,044 44,831 41,695
Environmental and Litigation Contingencies (1,135 ) 11,500 (956 ) 11,500
117,883 119,317 228,923 209,836
Income from Operations 17,415 4,257 30,755 16,665
Interest - Net 58 2 103 110
Gain on Acquisitions - - - 2,666
Other Expense - Net (46 ) (172 ) (236 ) (475 )
Income From Operations Before Income Tax
and Equity in Income from Equity Investments
17,427 4,087 30,622 18,966
Income Tax Provision 6,136 1,171 10,854 6,686
Income from Operations Before Equity
in Income from Equity Investments
11,291 2,916 19,768 12,280
Equity in Income from Equity Investments - - - 112
Net Income $ 11,291 $ 2,916 $ 19,768 $ 12,392
Net Income per Common Share
Basic $ .20 $ .05 $ .35 $ .22
Diluted $ .20 $ .05 $ .35 $ .22
Weighted Average Shares Outstanding (Thousands)
Basic 56,188 55,830 56,156 55,770
Diluted 57,054 56,748 56,974 56,737
Calgon Carbon Corporation
Segment Data:
Segment Sales
2Q11 2Q10 YTD 2011 YTD 2010
Activated Carbon and Service 121,522 110,381 234,406 200,833
Equipment 11,681 11,129 20,798 21,289
Consumer 2,095 2,064 4,474 4,379
Total Sales (thousands) $ 135,298 $ 123,574 $ 259,678 $ 226,501
Segment
Operating Income (loss)*
2Q11 2Q10 YTD 2011 YTD 2010
Activated Carbon and Service 24,890 9,275 43,957 26,962
Equipment (484 ) 243 (866 ) (72 )
Consumer (1,336 ) - (1,141 ) 113
Income from Operations (thousands) $ 23,070 $ 9,518 $ 41,950 $ 27,003
*Before depreciation and amortization. The 2011 quarter and year to date periods include a $1.3 million charge related to the PreZerve product line in the Consumer Segment as well as a $1.3 million reduction in an environmental liability in the Activated Carbon and Service segment. The 2010 quarter and year to date periods for the Activated Carbon and Service segment include a charge of $11.5 million related to a litigation contingency.
Calgon Carbon Corporation
Condensed Consolidated Balance Sheet
(Dollars in thousands)
(Unaudited)
June 30, December 31,
2011 2010
Assets
Current assets:
Cash and cash equivalents $ 13,927 $ 33,992
Restricted cash 1,275 1,173
Receivables 92,490 94,354
Inventories 113,201 101,693
Other current assets 40,673 40,836
Total current assets 261,566 272,048
Property, plant and equipment, net 217,623 186,834
Other assets 41,738 42,681
Total assets $ 520,927 $ 501,563
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt $ 18,019 $ 21,442
Current portion of long-term debt 3,010 3,203
Other current liabilities 72,773 80,529
Total current liabilities 93,802 105,174
Long-term debt 4,098 3,721
Other liabilities 52,631 49,430
Total liabilities 150,531 158,325
Redeemable non-controlling interest - 274
Total shareholders' equity 370,396 342,964
Total liabilities and shareholders' equity $ 520,927 $ 501,563
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