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Carbon Neutral Loyalty Announces Private Placement of C $ 15 Million for Special Warrants, Canadian Business Journal

/ Not for distribution to US news agencies or distribution in the US /

London, March 23, 2022 (GLOBE NEWSWIRE) — Carbon Neutral Loyalty Co., Ltd. (“”CNR” or “society“) (Private) announces that it has signed an agreement with Haywood Securities Inc. and PI Financial Corp. as co-lead manager and co-lead manager on behalf of the agency syndicates, including: BMO Capital Markets, Canaccord Genuity. Corp., and Raymond James Ltd. (collectively, “”Agent“) In connection with our special warrant” best effort “private placement (“Special warrant) At a price of C $ 3.00 per special warrant (“Issue price“) Total income of about C $ 15,000,000 (“Recruitment“).

Each stock acquisition right that has not been exercised shall be deemed to have been exercised against one common stock of the Company’s capital without additional payment or action by its holder.Original stock“And with a special warrant,”Securities”) Whichever of the following is earlier: (i) If we submit a prospectus in any Canadian state except Quebec, three business days after the receipt of the final prospectus is issued (“Prospectus qualifications“) This shall qualify for the issuance of the underlying shares and result in the listing of the Company’s common stock (“Common stock“) Recognized North American Stock Exchange (“exchange”); Or (ii) 3 business days after the completion of the reverse acquisition transaction (“);RTO closing“) Another entity (“RTO”), In some cases, this RTO will result in the listing of common stock on the exchange. Prospectus qualifications and RTO closings may be collective and individual in this book.Go to a public event“. If no public event occurs prior to 4:00 pm (Toronto Time) on December 20, 2022, each unexercised stock acquisition right will be deemed to have been exercised and 1.1 basic shares without additional payment or action. Will be replaced automatically. That holder. In addition, each special warrant may be exercised by its holder at any time after the closing date for each original share without additional consideration or adjustment.

In addition, agents are given the option to sell up to 15% of the offering at a special warrant at the issue price, which the agent can exercise at any time up to 48 hours before the end of the offering.

Net revenue from the offering will be used to drive our carbon loyalty and streaming business, and for working capital and general corporate purposes.

The offering will end in the week of April 18th or around.th, 2022, subject to certain termination conditions, including but not limited to the receipt of all required approvals. The offering is a private placement in Canada. We are not a Canadian report issuer. Special warrants and original shares are subject to an indefinite holding period subject to the occurrence of an initial public offering event. For the avoidance of doubt, the original shares are not subject to Canada’s statutory resale restrictions in the event of a public event. The Company shall make commercially reasonable efforts to obtain the approval required to list common stock, including the underlying stock, on the Exchange in accordance with the public event.

In consideration of its services, the agent will receive a cash fee equivalent to 6.0% of the total revenue of the offering, except for purchasers arranged directly by us through the president’s list. In this regard, the cash fee will be 3.0%. ..

Securities have not been and will not be registered under the Securities Act of 1933 or the Securities Act of the United States. In addition, it may not be offered or sold in the United States without registration or compliance under US securities law and the securities law of all applicable states. Exemption requirements that apply from there. This press release does not constitute an offer to sell or buy an offer in the United States, nor may such securities be sold in jurisdictions where such offer, solicitation, or sale is illegal. There is none.

About carbon neutral royalties

Founded in July 2021 by an experienced team, CNR builds a portfolio of high quality, long life carbon credit streams and loyalty projects around the world. Our goal is to increase shareholder value by focusing on the most experienced developers and adding additional acquisitions to our diverse asset portfolio.

For more information, please visit our website at www.carbonneutralltd.com.

On behalf of Carbon Neutral Loyalty Co., Ltd.

(Signed) “Bret Heath”

contact address

Carbon Neutral Loyalty Co., Ltd.

Brett Heath, Part-time Chairman
Email: info@carbonneutralltd.com

Kristina Pillon, for investors
Phone number: 604-908-1695
Email: kristina.pillon@carbonneutralltd.com

Website: https: //www.carbonneutralltd.com/

Precautions regarding forward-looking statements

This news release contains forward-looking statements and forward-looking information in the sense of US and Canadian regulations. Often, but not always, forward-looking statements include “plan,” “expectation,” “expectation,” “budget,” “plan,” “estimate,” “forecast,” and “such words. To perform a phrase “prediction”, “project”, “intention”, “goal”, “goal”, “anticipation”, “believe”, or variation (including negative variations), or a specific action The “may”, “done”, “should”, “would”, “may” or “do” that may be identified by the statement is taken, happened, or achieved. Forward-looking statements and information include, but are not limited to, statements regarding revenue use, end dates, and initial public offering events. Forward-looking statements and information are believed to be reasonable by forecasting future outcomes, estimates of undecided amounts, and management, but are inherently significant business, economic and competitive uncertainties. It is based on the assumption that it is affected by sex and contingencies.

Forward-looking statements and information are subject to a variety of known and unknown risks and uncertainties. Many of these are beyond the capabilities of the CNR to control or predict, and the actual results, performance, or outcomes of the CNR can differ materially from those expressed or implied. It is developed based on assumptions about such risks, uncertainties, and other factors, including but not limited to: Risks of carbon credits being traded in emerging markets, including risks related to our carbon streams and carbon credits that may not be recognized by the applicable government authorities, risks related to international business, government and environmental regulations, carbon credits from projects Production Delays If we hold carbon credit interests, the actual results of the project for which CNR holds carbon credit interests, the conclusions of the economic valuation, and changes in project parameters due to the refinement of the plan. Issues related to the ability to sell carbon credits, including price fluctuations, interest rate and exchange rate fluctuations. Interpretation of tax law by government agencies or implementation of new tax law. Regulatory, political, or economic development in countries where the CNR holds a stream of carbon income or has other interests in carbon credits. Risks associated with real estate operators in which CNR holds royalties or carbon stream or other carbon credit interests. This includes changes in ownership and management of such operators. Risks associated with a pandemic of the new coronavirus (COVID-19), including the spread of other viruses and pathogens. Impact of macroeconomic development; business opportunities where CNR becomes available or pursued by CNR. Reduced access to debt and equity. Proceedings; Titles, permits, or license disputes related to the interests of any of the properties in which the CNR holds royalties, streams, or other carbon credit interests. Competition; Future sale or issuance of debt or stock. Use of Revenues; Civil Judgment Enforcement; Risks Related to the CNR’s Possibility of being a Passive Foreign Investment Company within the Meaning of US Federal Tax Law. And other risks and uncertainties disclosed in company documentation. CNR undertakes no obligation to update any forward-looking information except as required by applicable law. This forward-looking information represents management’s best judgment based on the information currently available. Forward-looking statements cannot be guaranteed and actual future results may vary significantly. Therefore, readers are advised not to place undue reliance on forward-looking statements or information.


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Carbon Neutral Loyalty Announces Private Placement of C $ 15 Million for Special Warrants, Canadian Business Journal

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