Mr. Marin Katusa reports
CARBON STREAMING ANNOUNCES CORPORATE UPDATE AND LEGEND REMOVAL PROCESS FOR ALL U.S. INVESTORS FROM THE 2021 FINANCINGS
Carbon Streaming Corp. has provided a corporate update and has permitted the legend removal process for all U.S. investors from the 2021 financings (as defined below).
Highlights:
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Restrictive legend removal: The company has finalized the process to offer qualifying U.S. investors who participated in the 2021 financings (as defined below) the opportunity to remove the restrictive legend on share certificates at no cost to the investor. This legend on the share certificates renders the securities restricted securities as defined in Rule 144 of the Securities Act of 1933 and restricts these investors from selling stock.
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Cash conservation update: In February, 2025, the company converted $18.0-million (U.S.) to Canadian dollars at an exchange rate of 1.42. Since then, the U.S.-dollar-to-Canadian-dollar exchange rate has decreased to 1.36 as of June 16, 2025, resulting in a foreign exchange gain of approximately $800,000 (U.S.) on that portion of the cash. The company currently holds $37.0-million (U.S.) ($50.3-million (Canadian)) in cash, remains debt-free and has no outstanding legal payables.
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Credit portfolio update: The company currently holds 532,720 carbon credits from cookstove projects and 18,990 carbon credits from water purification projects under the community carbon stream. A breakdown of credit vintage, project ID and registry information is provided below.
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Notice of arbitration: The company has filed a notice of arbitration in Ontario against Will Solutions Inc.
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Annual general meeting reminder: The company's annual general meeting of holders of common shares of the company will be held on June 18, 2025, at 9:30 a.m. Vancouver time at the offices of Farris LLP, 25th floor, 700 West Georgia St., Vancouver, B.C., Canada.
Restrictive legend removal
The company has finalized the process to offer qualifying U.S. investors who participated in the 2021 financings (defined below) the opportunity to remove the restrictive legend from their share certificates -- or from book entry shares, as applicable -- without the need for the shareholder to pay for a legal opinion, regardless of whether a particular shareholder intends to sell or actually sells the shares into the public market. This service is being provided at no cost to all qualifying investors. This legend on the share certificates renders the securities restricted securities as defined in Rule 144 of the Securities Act of 1933 and restricts these investors from selling stock.
The blanket opinion provides that the removal of the restrictive legend is permissible under Section 4(a)(1) of the Securities Act of 1933.
While removing the legend is permissible, it is not required. Shareholders are not required to take any action if they prefer to keep the restrictive legend in place.
Marin Katusa, chief executive officer of the company, stated: "The vast majority of the capital raised for Carbon Streaming came from the financings throughout the 2021 calendar year. Since those financings in 2021, over 700 U.S. residents who invested in those financings have been unable to deposit their shares into a brokerage firm or freely sell those shares because of the restrictive legend that is applied to U.S. investors investing in private placements.
"The typical process to remove a restrictive legend is done on a one-off basis, meaning each U.S. resident must complete the removal of the restrictive legend on their own. This is the first time a publicly listed Canadian company, such that we are aware, has offered the removal of the restrictive legend through a digitalized process applicable to a large group of U.S. investors (over 700 shareholders at the same time) to simplify and expediate the process of removing the restrictive U.S. legend.
"We approached DealMaker in early 2025 with the concept to digitalize the legend removal process for the U.S. investors. The company worked with DealMaker on the 2021 financings where all subscription forms were digitalized and the funding process was completed.
"I am especially proud of the innovation of this potential solution to U.S. legend removals as it will ultimately cost less than 5 per cent of the quotes the company initially received to obtain a global opinion letter for the removal of the U.S. restrictive legend through the traditional process. In addition, DealMaker has agreed to not charge for their services."
Eligibility for blanket removal
Holders of common shares are eligible if they are U.S. residents and non-affiliates and acquired the common shares pursuant to:
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That certain private placement of special warrants issued on July 20, 2021;
- That certain private placement of common shares issued on March 11, 2021;
- That certain private placement of common shares issued on May 12, 2021;
- That certain private placement of common shares issued on Jan. 27, 2021;
- That certain private placement of units, with each unit consisting of one common share and one share purchase warrant to purchase one common share, issued on Dec. 22, 2020;
- That certain private placement of units, with each unit consisting of one common share and one share purchase warrant to purchase one common share, issued on Dec. 16, 2020.
Timing and process to participate in blanket removal
Holders who are eligible will receive an e-mail from DealMaker on or about June 23, 2025, with instructions on how to participate.
If you are a U.S. investor and do not want to register your shares into a brokerage account or sell your shares, then no action is required. This service is being offered by the company to U.S. investors who acquired their shares in the 2021 financings, are not affiliates and have the restrictive legend on their share certificates -- or book entry shares, as applicable -- and wish to deposit them in a brokerage account or sell their shares in the public market.
Mr. Katusa further added: "DealMaker handled the 2021 financings for the company, which included the digitalizing subscription forms and managing the subscription wires from the investors in a professional, efficient and low-cost manner. We strongly believe that this innovative solution we have created with DealMaker to remove the U.S. restrictive legends will be equally successful. We are grateful for DealMaker's innovative approach and commitment to excellence, which continues to streamline our investor communications and elevate the overall experience for our shareholders."
Cash conservation
As of June 16, 2025, the company has $37.0-million (U.S.) in cash ($50.3-million (Canadian)), remains debt-free and has no outstanding legal payables. With cash generated from the sale of carbon credits held by the company, interest earned on the company's cash balance and substantial reductions in operating expenses to date, the company expects a significant improvement in operating cash flow in 2025 when compared with previous years. The company currently has three full-time employees and a part-time chief financial officer, with a combined annual base compensation of approximately $500,000 (U.S.), while the chief executive officer and board of directors are not collecting any salaries, fees or equity-based compensation of any kind.
The company has been in discussions with several different parties regarding the sale of its existing carbon credits. While current market pricing for cookstoves remains weak, the company continues to advance its marketing efforts. A new initiative by the company leverages artificial-intelligence-driven analysis of public disclosures to identify active buyers of environmental attributes. This effort is helping the company more effectively target potential buyers for its current credit inventory, without incurring additional cost.
Notice of arbitration -- Will Solutions
On June 16, 2025, the company delivered a written notice of arbitration in Ontario to Will Solutions and the ADR Chambers. As previously disclosed, in the third quarter of 2024, the company exercised its contractual rights to terminate the purchase sale agreement dated June 20, 2022, with Will Solutions (the sustainable community stream), as a result of, among other things, the failure of Will Solutions to meet its milestone related to the registration of its Ontario project and its failure to develop and implement the project in accordance with the project plan (including continued delays in project development activities and lower-than-expected project enrolments). The company has advanced $4.0-million of the upfront deposit to Will Solutions under the sustainable community stream. The company will continue to pursue all of its rights and interests.
2025 annual general meeting
The company's AGM will be held on June 18, 2025, at 9:30 a.m. Vancouver time, at the offices of Farris LLP, 25th floor, 700 West Georgia St., Vancouver, B.C., Canada.
About Carbon Streaming Corp.
Carbon Streaming's focus is on projects that generate high-quality carbon credits and have a positive impact on the environment, local communities and biodiversity in addition to their carbon reduction or removal potential.
We seek Safe Harbor.
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