M2Q Carbon Streaming Corporation

Carbon Streaming Corporation (Cboe CA: NETZ) (OTCQB: OFSTF) (FSE: M2Q) (“Carbon Streaming” or the “Company”) today announced the following changes to its board of directors (the “Board”) and senior management. The changes follow recent constructive discussions between the Board and certain of the Company's shareholders, led by Marin Katusa.

Justin Cochrane and Maurice Swan have resigned as directors of the Company. Continuing as directors are Candace MacGibbon, Alice Schroeder and Jeanne Usonis.

Christian Milau, Marcel de Groot and Olivier Garret have joined the Board of Carbon Streaming. Mr. Milau has also been appointed interim Chief Executive Officer ("CEO") of the Company. Mr. Garret has been appointed as Chair of the Board. Mr. Garret will Chair all committees of the Board other than the Audit Committee and Compensation Committee. Mr. de Groot has been appointed as Chair of the Audit Committee, and Ms. Schroeder will continue as Chair of the Compensation Committee. Bios for the new Board members appear at the end of this release.

Before Messrs. Milau, de Groot, and Garret joined the Board, Carbon Streaming agreed to acquire Blue Dot Carbon Corp. (“Blue Dot”), a private company led by Mr. Milau, for a total purchase price of US$2.5 million, to be paid in common shares of Carbon Streaming (“Shares”). Mr. de Groot is a member of the board of directors of Blue Dot.

The number of Shares to be issued as consideration to Blue Dot shareholders will be settled 30 days after this announcement, using a 30-day VWAP to calculate the number of Shares, with a maximum consideration price of CAD $0.75 per Share. Closing of this transaction is expected in July 2024, and is subject to any customary stock exchange or regulatory approvals. The acquisition of Blue Dot was approved by the Board upon the unanimous recommendation of the Special Independent Committee of the Board, of which Ms. MacGibbon and Ms. Schroeder are members. Mr. Katusa facilitated the negotiation between Carbon Streaming and Blue Dot. Mr. Katusa is not a shareholder of Blue Dot, and no fees, in cash or in-kind, were paid in connection with this transaction.

Blue Dot has an equity investment in a carbon project developer and certain option rights to invest in future removals (reforestation) projects of its partners. Blue Dot and its founders also have long-standing relationships with a number of Carbon Streaming shareholders, as well as carbon investors and major corporations investing in the carbon markets.

Christian Milau, interim CEO of the Company said: “I am pleased to be joining Carbon Streaming and welcome Olivier and Marcel, who are also strong advocates for the impact Carbon Streaming and the sector can make on carbon emissions and the transition towards a lower carbon emission future. We are all investors in the carbon finance sector, think like owner-managers and have a focus on capital allocation and management while the sector recovers from a challenging few years. We want to thank shareholders for their support during the dramatic pull-back in the carbon markets and Carbon Streaming’s share price in recent years. It hasn’t been an easy ride. I look forward to working with the Carbon Streaming team, local stakeholders, partners and shareholders to recover and enhance the value in the assets, move the Company towards positive operating cash flows and execute on the project pipeline. I have hands-on experience evaluating, financing and executing on small to large projects in many remote regions of the world. In support of this strategy to assist with improving cash flows and support the recovery of the share price, I commend the Board in agreeing to receive its fees in options with no cash fees to be paid. We will also conduct a search for a permanent CEO for the Company with a preferred focus on experience in carbon and growth companies, with multiple stakeholder groups and strong corporate governance.”

Mr. Cochrane will continue as President of Carbon Streaming, reporting to Mr. Milau. Conor Kearns will continue as Chief Financial Officer of the Company. As part of the transition agreed to between the Company and certain of Carbon Streaming's shareholders, Mr. Cochrane and Mr. Kearns have amended their employment arrangements with Carbon Streaming. Pursuant to their amended employment arrangements, Mr. Cochrane and Mr. Kearns will continue as employees of the Company, at their current compensation levels, to December 31, 2024, and any outstanding equity awards issued to Mr. Cochrane and Mr. Kearns will vest to that date. Mr. Cochrane and Mr. Kearns have agreed to waive any change of control entitlements under their employment agreements with the Company and have agreed to relinquish any outstanding equity awards that have not vested by December 31, 2024.

Olivier Garret, Chair of the Board, stated: "On behalf of Carbon Streaming and all its shareholders and other stakeholders, I want to thank the Board and management for supporting a smooth transition of the Company during challenging times. I look forward to working with the new Board, and Christian, in selecting a permanent CEO, enhancing cash management as the Company moves towards breakeven, and focusing on maximizing shareholder returns, including a review of existing investments and the pipeline of projects. We will work hard to provide stakeholders with value and transparency on projects, contracts and compensation as we move forward.”

Ms. Usonis, a director of Carbon Streaming, said: "On behalf of Carbon Streaming, I want to thank Justin and Conor for their leadership as the Company grew over these past few years, and for agreeing to amend the terms of their employment agreements. I also want to recognize Maurice, outgoing Chair of the Board, for his many contributions to the Board and his commitment to Carbon Streaming. We wish him all the best in his future endeavours.”

Mr. Katusa has agreed to provide financial and technical advice to the Board on an ongoing basis at no cost to the Company. Mr. Katusa will not receive any fees, options or any other form of remuneration in return for his assistance to Carbon Streaming.

To afford the Company the time required to issue its management information circular reflecting changes to the Board and senior management, the Board has agreed that the Company's annual and special meeting of shareholders will not proceed on June 18, 2024 as previously scheduled. The Board will set and announce a new meeting date, and an updated notice of meeting and record date will be filed on SEDAR+ at www.sedarplus.ca.

Olivier P. Garret

Mr. Garret is a successful business executive and turnaround agent with experience working across a dozen different industries. In his capacity as CEO or Chief Restructuring Officer, he has led the growth and restructuring of companies in the financial industry, defense industry, as well as a variety of manufacturing and service businesses.

For the past 16 years, Mr. Garret has successfully launched and led the growth of five financial research and publishing companies, one gold bullion company, four resource funds, and two real-estate funds. Mr. Garret earned an MBA from the Amos Tuck School at Dartmouth in 1989 and a Masters in Business Management from the University of Paris-IX in 1983.

Christian Milau

Mr. Milau is CEO of Blue Dot, a private carbon credit financing company. He has also led a number of gold and copper mining companies through growth from single asset to large multi-national, multi-billion dollar NYSE-listed groups with the highest standards of environment, social and governance implementation. Companies he has led, or for which he has been part of the senior management team, include Equinox Gold, True Gold Mining, Endeavour Mining and New Gold. He is currently a non-executive director of two junior energy metals exploration companies, Arras Minerals and Copper Standard Resources. Mr. Milau holds a Bachelor of Commerce degree from the University of British Columbia and is a Chartered Professional Accountant.

Marcel de Groot

Mr. de Groot is a co-founder and the President of Pathway Capital Ltd. Pathway Capital partners with successful mining entrepreneurs to launch new ventures. Examples of such ventures include Peru Copper (acquired by Chinalco), Equinox Gold, and Solaris Resources. Mr. de Groot has over 25 years of experience in providing strategic support to both private and public companies within the resource industry. He is currently a director of Sandbox Royalties and Copper Standard Resources.

Mr. de Groot holds a Bachelor of Commerce degree from the University of British Columbia and is a Chartered Professional Accountant.

About Carbon Streaming

Carbon Streaming aims to accelerate a net-zero future. We pioneered the use of streaming transactions, a proven and flexible funding model, to scale high-integrity carbon credit projects to advance global climate action and additional United Nations Sustainable Development Goals. This approach aligns our strategic interests with those of project partners to create long-term relationships built on a shared commitment to sustainability and accountability and positions us as a trusted source for buyers seeking high-quality carbon credits.

The Company’s focus is on projects that have a positive impact on the environment, local communities, and biodiversity, in addition to their carbon reduction or removal potential. The Company has carbon credit streams and royalties related to over 20 projects around the world, including high integrity removal and avoidance projects from nature-based, agricultural, engineered and community-based methodologies.

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ON BEHALF OF THE COMPANY:

Christian Milau, Interim Chief Executive Officer Tel: 647.846.7765info@carbonstreaming.comwww.carbonstreaming.com  

Investor Relationsinvestors@carbonstreaming.com

Mediamedia@carbonstreaming.com

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable securities laws. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future, are forward-looking information, including, without limitation: statements with respect to the acquisition of Blue Dot (including the number of Shares to be issued by the Company as consideration, the timing for closing of the acquisition, and satisfying customary stock exchange and regulatory approvals); statements with respect to the Company’s future strategy, including in respect of recovering and enhancing value in its assets, moving towards positive operating cash flows, enhancing cash management, and reviewing existing investments and the pipeline of projects; statements with respect to the selection process for a permanent CEO (including the timing of completion of such process); and statements with respect to the timing of the Company’s annual and special meeting.

When used in this news release, words such as “estimates”, “expects”, “plans”, “anticipates”, “will”, “believes”, “intends” “should”, “could”, “may” and other similar terminology are intended to identify such forward-looking statements. This forward-looking information is based on the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. They should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. Factors that could cause actual results or events to differ materially from current expectations include, among other things, general economic, market and business conditions and global financial conditions, including fluctuations in interest rates, foreign exchange rates and stock market volatility; volatility in prices of carbon credits and demand for carbon credits; change in social or political views towards climate change, carbon credits and ESG initiatives and subsequent changes in corporate or government policies or regulations and associated changes in demand for carbon credits; limited operating history for the Company’s current strategy; risks arising from competition and future acquisition activities; concentration risk; inaccurate estimates of growth strategy; dependence upon key management; impact of corporate restructurings; reputational risk; failure or timing delays for projects to be registered, validated and ultimately developed and for emission reductions or removals to be verified and carbon credits issued (and other risks associated with carbon credits standards and registries); foreign operations and political risks including actions by governmental authorities, including changes in or to government regulation, taxation and carbon pricing initiatives; uncertainties and ongoing market developments surrounding the validation and verification requirements of the voluntary and/or compliance markets; due diligence risks, including failure of third parties’ reviews, reports and projections to be accurate; dependence on project partners, operators and owners, including failure by such counterparties to make payments or perform their operational or other obligations to the Company in compliance with the terms of contractual arrangements between the Company and such counterparties; failure of projects to generate carbon credits, or natural disasters such as flood or fire which could have a material adverse effect on the ability of any project to generate carbon credits; volatility in the market price of the Company’s common shares or warrants; the effect that the issuance of additional securities by the Company could have on the market price of the Company’s common shares or warrants; global health crises, such as pandemics and epidemics; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s Annual Information Form dated as of March 27, 2024 filed on SEDAR+ at www.sedarplus.ca.

Any forward-looking information speaks only as of the date of this news release. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.