CARBONTECH CAPITAL CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH CAPRICORN DEVELOPMENTS LTD. AND TERMINATION OF ITS PREVIOUSLY ANNOUNCED TRANSACTION

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TORONTO, June 14, 2024 /CNW/ - CarbonTech Capital Corp. (TSXV: CT.P) ("CT"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a purchase agreement (the "Agreement") with Capricorn Developments Ltd. ("Capricorn") and its shareholders, pursuant to which CT will acquire the lands and premises located at 3660 West 4^th Avenue, Vancouver, British Columbia  (the "Property") for Three Million Nineteen Thousand Two Hundred and Fifty Dollars ($3,019,250) exclusive of GST (the "Transaction").

The Transaction is subject to the approval of the Exchange and is intended to constitute CT's qualifying transaction for the purposes of the Corporate Finance Manual of the Exchange (the "Exchange Polices"). Upon completion of the Transaction, CT, as the resulting issuer (the "Resulting Issuer"), will continue to list its common shares (the "Resulting Issuer Shares") on the Exchange as a Tier 2 issuer. The proposed Transaction does not constitute a Non-Arm's Length Transaction under the Exchange Policies.

The housing affordability crisis is triggering public stimulus at all levels of government to encourage the rapid increase of our housing supply. This includes major zoning expansions to enable, encourage and incentivize construction of new dwellings within the existing private property lots. In 2021, Vancouver City Council approved a policy for 6-storey rental housing on major streets. The streamlined policy enables the municipal government's use of rental housing zoning - previously granted by the provincial government - to allow low and mid-rise rental housing buildings on C-2 commercial districts on arterial streets. The Property is located within such district.

In association with Intelligent City, using their low carbon mass timber construction technologies, CarbonTech endeavors to create a portfolio of turn-key, mid-rise rental housing products.  CarbonTech will focus on scaling the development of mid-rise mass timber rental buildings starting with the initial project at the Property and expand with scalable housing products across Vancouver and Toronto. Leveraging the Intelligent City mass timber CLT building platform and other related technologies, CarbonTech will seek to create a sustainable, intelligent and livable portfolio of boutique residential rental buildings. In addition, CT intends to make investments in early-stage climate technology companies and to incorporate their technologies into the design of its business and construction projects.

The closing of the Transaction is subject to a number of conditions, including: (i) CT obtaining a financing commitment; and (ii) CT being satisfied with its review of title to the Property, results of a feasibility study for the development of the Property and documents related to the development of the Property. Pursuant to the terms of the Agreement, CT will seek to advance a nonrefundable deposit of $25,000 for the Transaction, subject to the requirements and conditions of the Exchange Policies.

Prior to the closing, CT is to undertake a private placement. Additional information with respect to the private placement will be disclosed in a subsequent news release.

Sponsorship of the Transaction is required by the Exchange Policies unless an exemption is obtained. CT intends to seek an exemption from the sponsorship requirements in accordance with the Exchange Policies.

The following individuals are currently expected to comprise the Resulting Issuer's directors, officers and insiders immediately following closing of the Transaction.

Jonathan Westeinde – Chief Executive Officer and Director

Mr. Westeinde is founder and CEO of the Windmill Development Group ("Windmill"), a firm recognized as one of Canada's most innovative eco-social real estate firms. Windmill and its wholly owned advisory subsidiary, Urban Equation, have been lead developer or strategic advisor on Canada's most recognized and highest performing large scale sustainable real estate developments, including lead developer responsible for the initiation of the first LEED Platinum community in Canada (Docksidegreen, Victoria) and the first One Planet Living Community in Canada (Zibi, Ottawa). Under Mr. Westeinde's leadership the team has been directly engaged in over $5B in high performing socially responsible real estate outcomes. Mr. Westeinde is specifically interested in creating alternative financing vehicles to create 'planet fit' real estate assets and is a recognized leader in Canada for finding innovative solutions for nonconventional lifecycle financing including innovative partnerships to create zero carbon district energy systems and energy services contracts to introduce geothermal and green loans. Mr. Westeinde's most recent focus has been originating and co-managing The One Planet Living Real Estate Fund, a new real estate impact fund which is driving a $1B pipeline of new One Planet Living communities in Canada. Mr. Westeinde sits on a number of profit and non-profit boards and was recognized as one of Canada's top Clean 16 in 2021 for contribution to clean capitalism in Canada and received the National Green Building Leader award from the CaGBC in 2018. Mr. Westeinde holds an MBA from Trinity College, Ireland and a BA Economics from the University of Western Ontario.

Andrew Shapack – Director and Chief Financial Officer

Mr. Shapack is the Founder of Mohawk Asset Management, a Toronto-based real estate private equity and asset management firm specialising in healthcare properties. He has a lengthy real estate track record including 42 medical office acquisitions, multiple REIT formations and exits and is a veteran of Mohawk Medical Properties REIT, GT Canada Medical Properties REIT and the New York City office of PricewaterhouseCoopers and law firm Paul Hastings. He founded the first medical office REIT in Canada, GT Canada Medical Properties REIT, where he served as the Chief Executive Officer. Upon the successful sale of this publicly traded REIT, Mr. Shapack was the co-founder of a private REIT called Mohawk Medical Properties REIT. Mohawk purchased medical office buildings in Ontario, Alberta, New York and Florida. This private REIT was sold to a TSX-listed global healthcare real estate company. From 2014 – 2017, Mr. Shapack was a member of the Board of Trustees for OneREIT, a real estate investment trust listed on the TSX, where he served as Chairman of the Audit Committee, Chairman of the Governance Committee and member of the Investment Committee. OneREIT was successfully sold to another REIT listed on the TSX and Mr. Shapack served on the Special Committee. He currently is a Trustee, and Chairman of the Audit Committee, with Nova Net Lease REIT. He is widely recognized as an expert and pioneer in the field of North American medical office buildings and has enjoyed invitations to share his perspective on such programs as BNN-Bloomberg "Market Call" and the Queen's Real Estate Roundtable. Mr. Shapack is a lawyer admitted to the New York and Connecticut Bar and practised with Paul Hastings LLP in New York City in their Real Estate Finance Department. He participated in large and complex transactions involving REIT and UPREIT structures, joint venture/preferred equity positions, opportunistic acquisitions of real property, entity level investments, as well as various high-yield debt instruments. Prior to legal practice, also in New York City, he was an associate with PricewaterhouseCoopers in their Real Estate Securitization and Capital Markets Group. He received a BA in Economics from the University of Wisconsin and law degree from the Catholic University of America in Washington, D.C.

Matthew Soloway, Director and Chief Business Development Officer

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, Mr. Soloway 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 in 2011 to a Canadian bank. 

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 a major Canaidan bank and CEO of Dundee Corporation.  In addition to his business interests, 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.

Seldon (Jamie) James – Director

Mr. James is a Managing Partner of Greensoil PropTech Ventures. For over a decade prior to joining Greensoil, Mr. James was the lead sustainability advisor to Tridel, Toronto's leading condominium developer, where he contributed to the company's transition to a green building leader with millions of square feet of LEED certified projects. For six years, he was a Partner in the Windmill Development Group, when they successfully developed LEED-Platinum certified mixed-used buildings and communities in Calgary, Ottawa, and at Dockside Green in Victoria. Mr. James' first foray into cleantech investing in the real estate space was as the founder of 350 Capital, a micro-VC fund that invested in green building technologies such as Carbon xPrize winner Carbon Cure (greener concrete), Enerworks (solar thermal), dPoint Technologies (energy recovery technologies for HVAC), and Terracycle (upcycled waste products). In 2011, working with the cleantech practice at the MaRS Discovery District and Tridel, he founded Tower Labs, a technology accelerator that manages in-situ pilot and demonstration projects of green building technologies in large buildings in Toronto. Installed technology examples include electrochromic windows, water and air heat recovery systems, energy storage, residential net-zero energy systems, VRF systems, concrete carbonization, thermal break cladding systems, and micro-grid systems, among others. Mr. James has served on the Board of Directors of a number of cleantech companies with a range of energy efficiency technologies addressing the real estate industry, including HVAC and lighting controls technologies, home energy storage systems, and energy and sustainability benchmarking software services. He was also an early director of the Canada Green Building Council (2008-2011).

Cleo Kirkland – Director 

Ms. Kirkland is the Managing Partner of Toronto and Montreal offices of Korn Ferry. She has extensive experience in Insurance and is a member of the Legal, Risk and Compliance Centers of Expertise. Ms. Kirkland has led hundreds of general counsel, chief compliance officer, corporate secretary, chief risk officer and other senior in-house legal, compliance, risk and executive searches. Much of Ms. Kirkland's time is spent advising leading Canadian and International law firms on succession planning, expansion and targeted lateral partner recruitment. She also has deep experience identifying functional leaders in operations, marketing, finance, information technology and professional development for law and other professional services firms. Ms. Kirkland also brings diverse experience in Insurance working with a broad range of clients, including diversified financial services companies, multiline and multinational carriers, small monoline writers and mutuals in Property Casualty (Personal Commercial, Specialty, E&S), Life, and Group insurance, Brokerage, Retirement and Annuities. Her recruiting experience spans an array of functional areas and titles, e.g. CEO, President, CFO, COO, CMO, CRO, and GM, as well as leaders in Finance, Underwriting, Product, Actuarial, Sales, Marketing, Distribution, Claims, Operations, etc. Ms. Kirkland is actively involved in broader firm-building activities, including serving on the North American Promotions Committee, acting as a faculty for new partner training and leading development sessions for consultants across lines of business. She also sits on the Participant Approval Committee for the Catalyst Women On Board Program. Ms. Kirkland is a lawyer and before starting her career in search, she practiced commercial litigation. Ms. Kirkland holds a bachelor of arts in philosophy and music (with First Class Honours) from Queen's University and both civil and common law degrees (with Distinction) from McGill University. She was admitted to the Ontario Bar in 2004.

Additional Information

Trading in the CT Shares will remain 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 the proposed 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.

Termination of Happi Builds Transaction

CT also announces that it has terminated the previously announced proposed transaction with Happi Builds.

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 Agreement, the deposit 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 concurrent financings and associated transactions; the risk that the ultimate terms of the Transaction, the concurrent financing and associated transactions will differ from those that currently are contemplated; the risk that the Transaction, 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.

SOURCE CarbonTech Capital Corp.

For further information please contact: Andrew Shapack, CFO and Director, [email protected]; Jonathan Westeinde, CEO and Director, [email protected]