CARBONTECH CAPITAL CORP. ENTERS INTO DEFINITIVE AGREEMENT REGARDING ITS PREVIOUSLY ANNOUNCED QUALIFYING TRANSACTION

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES/

TORONTO, Nov. 23, 2022 /CNW/ - CarbonTech Capital Corp. (TSXV: CT.P) ("CT") is pleased to announce that it has entered into a definitive agreement of purchase and sale dated November 22, 2022 (the "Agreement of Purchase and Sale") in respect of its previously announced Qualifying Transaction (as such term is defined in the TSX Venture Exchange (the "Exchange") Policy 2.4 ? Capital Pool Companies (the "CPC Policy") of the Corporate Finance Manual of the Exchange (the "Exchange Polices")). Pursuant to the Agreement of Purchase and Sale, CT will acquire from the sellers the property (the "Property") located at 33 Waverly Road, Toronto, Ontario (the "Transaction").

The Agreement of Purchase and Sale is standard for transactions of this nature but remains subject to approval of the Exchange (the "Approval"), a valuation of the Property, all required consents and approvals and CT completing due diligence to its satisfaction, in its sole and unfettered discretion. The purchase price for the Property is $1,900,000, subject to customary adjustments of real estate taxes and other expenses with respect to the Property and shall be adjusted by up to $15,000 if the Transaction is not completed by specified dates. Additionally, the Agreement of Purchase and Sale contains certain covenants regarding cooperation in zoning, a building permit and a survey. In connection with the Transaction, CT will pay a refundable deposit of $25,000 which is to be credited towards the purchase price on closing of the Transaction.

As previously announced, CT intends to close a $3 million private placement for subscription receipts (the "Concurrent Financing") prior to closing of the Transaction. A subsequent news release will be issued by CT with details of such financing.

Information about the terms of the Transaction will be set out in the filing statement (the "Filing Statement") regarding the Transaction to be filed by CT with the Exchange and on SEDAR.

CT was incorporated on July 15, 2021 under the Business Corporations Act (Ontario), completed its initial public offering on July 9, 2022 and is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. CT is a capital pool company listed on the Exchange and, as such, the business of CT is to identify and evaluate businesses and assets with a view to completing a "Qualifying Transaction", as such term is defined in the CPC Policy. CT has not conducted commercial operations and the Transaction is intended to constitute the Qualifying Transaction of CT for purposes of the CPC Policy.

Following completion of the Transaction, CT, as the resulting issuer (the "Resulting Issuer"), will continue to list its common shares on the Exchange as a Real Estate Tier 2 Issuer. The Resulting Issuer will assemble a pre-fabricated net zero climate friendly house and garden suite on the Property and going forward will focus on sourcing and acquiring additional properties on which pre-fabricated net zero climate friendly housing and garden suite properties will be built.

The Resulting Issuer will seek to develop, brand and market its climate friendly housing as the next generation of housing: built quickly, sustainably and affordably. The sustainable housing will feature cutting edge climate technologies that the Resulting Issuer will identify and invest in, including electronic devices and software that optimize  performance and efficiency, premier smart home battery storage solutions, a complete suite of monitoring and control solutions for boilers and electrically-heated housing, fresh, filtered air and smart technology for maximum comfort and value, an innovative suite of indoor sensors, air quality monitors and smart air purifiers, and electrochromic windows reducing emissions and climate control costs.

Trading in the CT Shares is presently 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 Concurrent 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.

The Exchange requires sponsorship of a Qualifying Transaction of a capital pool company, unless exempt in accordance with the Exchange Policies. CT is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements; however, there can be no assurance that CT will ultimately obtain such exemption.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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 of Purchase and Sale 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 Agreement of Purchase and Sale, the Concurrent Financing and associated transactions; the risk that the ultimate terms of the Transaction, the Agreement of Purchase and Sale, the Concurrent Financing and associated transactions will differ from those that currently are contemplated; the risk that the Transaction, the Agreement of Purchase and Sale, 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.

The financial information and data contained in this press release is unaudited and may be adjusted in or may be presented differently in CT's filing documents and such differences may be material. In particular, the financial information is preliminary and subject to risks and uncertainties.

SOURCE CarbonTech Capital Corp.