Mr. Ellerton Castor reports

CANADA CARBON AMENDS PRIVATE PLACEMENT TERMS

After consultation with potential investors, Canada Carbon Inc. has amended the pricing to its non-brokered private placement previously announced on Oct. 2, 2024. Pursuant to the amended pricing, the company proposes to issue up to 10 million units at a price of 1.5 cents per unit for aggregate gross proceeds of up to $150,000. Each unit shall comprise one common share in the capital of the company and one common share purchase warrant. Each whole warrant shall entitle the holder thereof to acquire one common share at a price of six cents per share for a period of 60 months from the date of issuance.

All securities issued pursuant to the offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The proceeds from the offering will be used by the company for corporate and general working capital purposes. The closing of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

Insiders of the company may subscribe for up to 25 per cent of the offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the company which will be issued to the insiders does not exceed 25 per cent of its market capitalization.

We seek Safe Harbor.