KLX Carbon Done Right Developments Inc

/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, April 10, 2024 /CNW/ - Carbon Done Right Developments Inc. ("Carbon Done Right" or the "Company") (TSXV: KLX) (FSE: Q1C), formally Klimat X Developments Inc., a company that carries on the business of developing validated and verified carbon credits from afforestation and reforestation of degraded land areas and marine ecosystems, including mangroves, for sale into international voluntary carbon markets, is pleased to announce that is has entered into an agreement with Leede Jones Gable Inc. (the "Agent") to act as sole agent in connection with a commercially reasonable "best efforts" private placement of up to a maximum of 43,111,000 common shares of the Company (the "Common Shares"), at a price of C$0.05 per Common Share (the "Issue Price"), for gross proceeds to the Company of approximately C$2.1 million (the "Offering"), subject to the  maximum amount that may be issued under Part 5A (the "Listed Issuer Financing Exemption") of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"). The pricing of the Offering is based on a 6.2% discount to the Volume Weighted Average Price over the prior 30 trading days. The company has calculated a six month Volume Weighted Average Price of $0.09 and $0.132 over 12 months.

The Company has granted to the Agent an option ("Agent's Option"), exercisable in whole or in part, at any time prior to the closing of the Offering, to increase the size of the Offering by 8,622,200 Common Shares, being an amount equal to 20% of the number of Common Shares sold pursuant to the Offering. The Agent's Option may only be exercised using exemptions pursuant to NI 45-106, other than the Listed Issuer Financing Exemption.

The Company intends to use the net proceeds of the Offering for the development of its existing projects, developing its technology, for new site development and acquisition and for general corporate and working capital purposes.

The Offering is scheduled to close on or about April 26, 2024, or such date as the Agent and the Company may agree upon, and is subject to certain conditions, including but not limited to, the receipt of all necessary approvals including the conditional approval of the TSXV and the previously announced admission of the Company's Common Shares on the London Stock Exchange's Alternative Investment Market (the "AIM Admission"). The Company is concurrently fundraising in the United Kingdom by way of a placing of new Common Shares with institutional investors at a price of C$0.05 per Common Share (the "Concurrent UK Offering"). The Concurrent UK Offering is set to close contemporaneously with the Offering and the AIM Admission. Completion of the Offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSXV.

Subject to compliance with applicable regulatory requirements, and in accordance with NI 45-106, the Common Shares will be offered for sale to purchasers resident in Canada, except Quebec, and other qualifying jurisdictions, pursuant to the Listed Issuer Financing Exemption, and such other prospectus exemptions as may be agreed upon between the Company and the Agent. The securities issued under the Offering pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.  

There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.klimatx.com. Prospective investors should read this offering document before making an investment decision.

As consideration for its services, the Agent will receive a cash commission of 6% of the gross proceeds of the Offering and broker warrants (the "Broker Warrants") in an amount equal to 6% of the number of Common Shares sold pursuant to the Offering. Each Broker Warrant will be exercisable to purchase one Common Share at the exercise price of C$0.05 for a period of forty-eight (48) months from the closing date of the Offering.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

'Carbon Done Right' is a technology enabled rainforest planting company that carries on the business of developing validated and verified carbon credits from afforestation and reforestation of degraded land areas and marine ecosystems, including mangroves, for sale into international voluntary carbon markets. Carbon Done Right works as an investor in or a direct owner and/or operator of projects, addressing a key supply constraint in the current market and the rapidly growing demand for carbon credits in global voluntary and regulated markets. The Company achieves this by investing in the exploration, restoration and management of terrestrial and marine systems that can either be protected to enhance the sequestration of greenhouse gases or restored from a degraded status to fully productive ecosystems. Carbon Done Right draws on the experience of a senior executive team and board that provide access into key target jurisdictions through relationships in the mining and natural resources sectors, combined with decades of experience in carbon markets. The Company deploys capital at risk under various arrangements, including cooperation, assignment, and production sharing agreements with large landowners and governments in various suitable jurisdictions around the world.

CO: KLIMAT X Developments Inc. CNW 05:00e 08-MAR-24

Forward-Looking Statements

Neither TSX Venture Exchange nor its Regulation Services Provider(as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This press release contains forward-looking statements and forward-looking information (collectively "forward looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "intends" "expects", including the negative and grammatical variations thereof, and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the Offering; the ability of the Company to raise the maximum proceeds of the Offering; the intended use of proceeds from the Offering; the receipt of any regulatory approvals, including final approval of the TSXV; and the ongoing business of the Company.

Carbon Done Right cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Carbon Done Right including expectations and assumptions concerning the Company, the Company's objectives, goals or future plans, the completion of the Offering, the proceeds of the Offering, the planned use of proceeds from the Offering, regulatory approval for the Offering, the completion of the Concurrent UK Offering and the need for additional capital by the Company through financings, and the risk that such funds may not be raised. The reader is cautioned that assumptions used in the preparation of any forward- looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Carbon Done Right. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Carbon Done Right does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

SOURCE KLIMAT X Developments Inc.