CARBONTECH CAPITAL CORP. ANNOUNCES PROPOSED ACQUISITION OF TORONTO PROPERTY AS ITS QUALIFYING TRANSACTION

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TORONTO, Oct. 11, 2022 /CNW/ - CarbonTech Capital Corp. (TSXV: CT.P) ("CT") is pleased to announce that it has agreed to acquire the property located at 33 Waverly Road, Toronto, Ontario (the "Property") as its Qualifying Transaction (as such term is defined in the TSX Venture Exchange (the "Exchange") Policy 2.4 – Capital Pool Companies (the "CPC Policy") of the Corporate Finance Manual of the Exchange (the "Exchange Polices")). CT and the seller (the "Seller") have entered into a non-binding letter of intent dated October 7, 2022 (the "LOI") in connection with the purchase and sale of the Property (the "Transaction"). Following completion of the Transaction, CT, as the resulting issuer (the "Resulting Issuer"), will continue to list its common shares ("CT Shares") on the Exchange as a Real Estate Tier 2 Issuer.

The LOI provides that it will be superseded and replaced with a binding purchase agreement to be agreed between the parties (the "Purchase Agreement").

The Seller is unrelated to CT or any of its directors or officers. As such, the Transaction will not be a Non-Arm's Length Qualifying Transaction (as such term is defined in the CPC Policy) and is not subject to the receipt of approval of the holders of CT Shares. The acquisition of the Property will be subject to receipt of all necessary approvals, including the approval of the Exchange and completion of satisfactory due diligence by CT and the closing of a $3 million financing to be completed by CT. A subsequent news release will be issued by CT with details of such financing.

Information about the terms of the Transaction will be set out in the final filing statement (the "Filing Statement") regarding the Transaction to be filed by CT with the Exchange and on SEDAR.

About CT

CT was incorporated on July 15, 2021 under the Business Corporations Act (Ontario), completed its initial public offering on July 9, 2022 and is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. CT is a capital pool company listed on the Exchange and, as such, the business of CT is to identify and evaluate businesses and assets with a view to completing a "Qualifying Transaction", as such term is defined in the CPC Policy. CT has not conducted commercial operations and the Transaction is intended to constitute the Qualifying Transaction of CT for purposes of the CPC Policy.

Terms of the Transaction

Subject to Exchange acceptance, and the satisfaction of other conditions to be contained in the Purchase Agreement, the Transaction will be comprised of an acquisition of the Property from the Seller at a purchase price of $1,900,000 to be satisfied by the payment of cash, subject to the customary adjustments of real estate taxes and other expenses with respect to the Property.

Additional Information About the Property

The Property is located at 33 Waverly Road, Toronto, Ontario. CT intends to demolish the vacant residential home currently located on the Property and build a pre-fabricated net zero rental housing project, consisting of a two-storey house, a basement unit, and a garden suite.

About the Resulting Issuer

Following the completion of the Transaction, the Resulting Issuer will assemble a pre-fabricated net zero climate friendly house and garden suite on the Property and going forward will focus on sourcing and acquiring additional properties on which pre-fabricated net zero climate friendly housing and garden suite properties will be built.

The Resulting Issuer will seek to develop, brand and market its climate friendly housing as the next generation of housing: built quickly, sustainably and affordably. The sustainable housing will feature cutting edge climate technologies that the Resulting Issuer will identify and invest in, including electronic devices and software that optimize performance and efficiency, premier smart home battery storage solutions, a complete suite of monitoring and control solutions for boilers and electrically-heated housing, fresh, filtered air and smart technology for maximum comfort and value, an innovative suite of indoor sensors, air quality monitors and smart air purifiers, and electrochromic windows reducing emissions and climate control costs.

Board of Directors and Management

David Goodman and Matthew Soloway are expected to join the board of directors of the Resulting Issuer. Mr. Soloway is also expected to become the Resulting Issuer's CEO. Additional information regarding the board of directors and the management team of the Resulting Issuer and any other changes thereto will be provided in the Filing Statement.

Matt Soloway – Chief Executive Officer and Director

Mr. Soloway founded LUXE Travel Company and grew the business to become North America's premiere luxury group travel consultancy with sales in the tens of millions before selling the business in 2018. Mr. Soloway consulted on the opening of 30 + luxury hotels in the Caribbean and Mexico and developed and managed their consumer vacation brands. After selling LUXE, Matt's passion for identifying new business opportunities led to him co-founding Tamakwa Experiences, a lifestyle experiences company. Mr. Soloway has continued to grow and develop new brands in the luxury space, and has a passion for new business opportunities that identify voids in the market, and consults with start-ups on their business development.

Previously, Matt worked at the United Nations in The Hague on the Milosevic trial before completing law school at the University of Victoria and articling at a leading Toronto law firm.

David Goodman – Chair

Mr. Goodman left an early career as a litigator in 1994 to become a Partner, Vice President and Portfolio Manager at the investment management firm behind Dynamic Funds. He became President and Chief Executive Officer of Dynamic Funds in 2001 and of DundeeWealth, Dynamic's public company parent, in 2007. Under Mr. Goodman's leadership, the firm became one of Canada's best performing and fastest growing investment managers, was recognized as Fund Company of the Year seven times at the Canadian Investment Awards while growing assets under management from $5 billion to approximately $50 billion, until its ultimate sale to Scotiabank in 2011.

In the past Mr. Goodman was a member of the boards of DundeeWealth, Repadre Capital Corporation, Dundee Corporation, SickKids Foundation and a trustee of the Dundee REIT. Mr. Goodman was previously the head of Global Asset Management for the Bank of Nova Scotia and CEO of Dundee Corporation. Mr. Goodman is currently a stand-up comedian affiliated with Yuk Yuk's Comedy Clubs. Mr. Goodman's passion for performing stand-up comedy extends into his philanthropic activities. Mr. Goodman is the founder of Humour Me which has to date raised over $19 million in support of some very deserving causes.

Concurrent Financing

In connection with the Transaction, CT intends to complete a private placement of subscription receipts (the "Concurrent Financing") for aggregate gross proceeds of $3 million, which proceeds will be held in escrow pending closing of the Transaction. It is intended that a portion of the proceeds of the Concurrent Financing will be used to fund the expenses of the Transaction and the ongoing business of the Resulting Issuer. The closing of the Concurrent Financing is a condition precedent for the Transaction.

Conditions to Closing

The completion of the Transaction is subject to a number of customary conditions, including the execution of the Purchase Agreement, the receipt of all necessary approvals, including the approval of the Exchange and certain other closing conditions set forth in the Purchase Agreement, including the completion of satisfactory due diligence by CT.

Additional Information

Trading in the CT Shares is presently halted. It is uncertain whether the shares of CT will resume trading until the Transaction is completed and approved by the Exchange.

Further updates in respect of the Transaction and Concurrent Financing will be provided in subsequent press releases and the Filing Statement to be filed by CT in connection with the Transaction, which will be available in due course under CT's SEDAR profile.

The Exchange requires sponsorship of a Qualifying Transaction of a capital pool company, unless exempt in accordance with the Exchange Policies. CT is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements; however, there can be no assurance that CT will ultimately obtain such exemption.

Disclaimers

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither the Exchange nor its Regulation Service Provider (as that term is defined in the Exchange Policies) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Purchase Agreement and the Concurrent Financing. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the risks that the parties will not proceed with the Transaction, the Purchase Agreement, the Concurrent Financing and associated transactions; the risk that the ultimate terms of the Transaction, the Purchase Agreement, the Concurrent Financing and associated transactions will differ from those that currently are contemplated; the risk that the Transaction, the Purchase Agreement, the Concurrent Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required regulatory approvals); and the results of continued development, marketing and sales. 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. CT disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The financial information and data contained in this press release is unaudited and may be adjusted in or may be presented differently in CT's filing documents and such differences may be material. In particular, the financial information is preliminary and subject to risks and uncertainties.

SOURCE CarbonTech Capital Corp.

Andrew Shapack, CFO and Director, CarbonTech Capital Corp., Telephone: [phone], Email: [email protected]