Blusky Carbon Enters into Binding Letter of Intent to Acquire Carbon Alliance Group Inc.
Company targets acquisition of established sales channel and feedstock pipeline
OLD SAYBROOK, CT/ VANCOUVER, BC / August 9, 2024 / BluSky Carbon Inc. (CSE: BSKY) (FWB: QE4 /WKN A401NM) (“BluSky” or the “Company”), an innovative entry into the carbon removal clean technology sector is pleased to announce that it has entered into a binding letter of intent (the "LOI") with Glen Scharer (the “Seller”) and Carbon Alliance Group Inc. ("Carbon Alliance") dated August 9, 2024, to acquire (the “Transaction”) from the Seller of all of the issued and outstanding shares of Carbon Alliance (the “Carbon Alliance Shares”).
Highlights
- Option to enter into a feedstock purchase agreement by Carbon Alliance proposed for tree trimmed wood chips from a local renewable energy project.
- Option to secure a biochar offtake agreement by Carbon Alliance.
- Option to secure a suitable industrial facility for biomass pyrolysis operations proximal to biomass feedstock producers.
- Ability to utilize Carbon Alliance Group expertise, contacts, and industry relationships.
The Carbon Alliance Group is headquartered in Florida and since 2022 has been active in generating relationships and project development in Minnesota, Arkansas, and Florida, along with potential opportunities in Alabama and Louisiana. Several locations have been proposed to potentially host multiple modular pyrolizers for biochar production in future. The biochar production is intended to target feedstock such as residual wood waste from sawmills, wood chips from tree trimmings, and biomass from agricultural operations including items like nut shells or crop residue. The process is aimed at providing direct carbon credit offset valuation with the resulting biochar being useable across varied uses such as soil amendments, water treatment (including remediation of organic compounds and heavy metals), as well as general land and mine reclamation projects. The Company notes that Carbon Alliance Group’s plans are aspirational and have not yet been realized.
Under the terms of the LOI, as consideration for the Carbon Alliance Shares: (i) on execution of the LOI, the Company paid to the Seller a cash payment of CAD$20,250; and (ii) on closing of the transaction, the Company will issue to the Seller such number of its common shares (the "Consideration Shares") that is equal to CAD$275,000 at a price per Consideration Share equal to the closing price of the common shares of the Company on the Canadian Securities Exchange (the “CSE”) on the day prior to the execution of the Definitive Agreement (as defined below); and (iii) will pay the Seller 5% of the gross profits, if any, from any biochar production facility that is built upon a location sourced by the Seller for the Company’s use.
The Consideration Shares will be subject to a 4-year voluntary lock-up agreement, whereby the Seller will be restricted from trading the Consideration Shares and the Consideration Shares will be released at a rate of 25% per year.
Company CEO Mr. Will Hessert states, “We founded BluSky Carbon with the mission of ultimately removing gigatonnes of carbon dioxide from the atmosphere every year. Carbon Alliance has already demonstrated development expertise and shares the view that by combining our knowledge, resources, and connections there are important advantages to be gained. This agreement provides the potential to deploy our carbon removal technologies in Arkansas where significant sources of biomass are readily available. Furthermore, the permitting and regulatory environment is advantageous and meets our strategic priorities.”
The signing of the Definitive Agreement is subject to a number of conditions precedent being met including, but not limited to, the securing of a feedstock purchase agreement by Carbon Alliance, the securing of a biochar offtake agreement by Carbon Alliance, the securing of a suitable location to operate a biochar production facility by Carbon Alliance, the receipt of applicable board and regulatory approvals, and the completion of customary due diligence by the Company.
The Transaction is arm's length and there are no finder's fees payable in connection therewith. There is no certainty that the parties will be able to conclude the Transaction. There can be no assurances that any component of the Transaction will proceed.
About BluSky Carbon Inc. (CSE: BSKY) (FWB: QE4 /WKN: A401NM)
BluSky is a renewable energy company that is in the business of putting Carbon back into the ground – where it belongs! The Company converts organic and industrial waste into biochar, renewable power and carbonate rocks, as well as the development and sale of carbon capture technology. BluSky’s primary objectives are to (1) construct carbon removal equipment; (2) sell the biochar produced by the carbon removal equipment; and (3) sell carbon credits generated from the production of biochar. The Company’s business model is based on the growing need for carbon neutrality and demand to reduce CO2 emissions.
BluSky Carbon is publicly listed in Canada on the CSE under the symbol BSKY and in Frankfurt., Germany (FWB) under the symbol QE4. BluSky’s public filings and related documents are available on the Company’s profile page on SEDAR+ at www.sedarplus.ca. For more information about the Company, please visit https://bluskycarbon.com/, watch our video, and sign up to receive news alerts or join us on social media at Facebook, X (formerly twitter), Instagram, or LinkedIn.
ON BEHALF OF THE COMPANY
William (“Will”) Hessert
Chief Executive Officer
35 Research Parkway,
Old Saybrook, CT, 06475
Tel. (860) 577-2080
Web, https://bluskycarbon.com/
Email. [email protected]
Sales or partner opportunities:
Greg Pakiela, Business Development
The CSE and Information Service Provider have not reviewed and do not accept responsibility for the accuracy or adequacy of this release.
Forward Looking Information Disclaimer
This release contains statements and information that, to the extent that they are not historical fact, may constitute “forward-looking information” within the meaning of applicable securities legislation based on current expectations, estimates, forecasts, projections, beliefs and assumptions made by management of BluSky about the industry in which it operates. Forward-looking information may include financial and other projections, as well as statements regarding future plans, strategies, prospects, objectives or economic performance, or the assumption underlying any of the foregoing. In some cases, forward-looking statements can be identified by terms such as “may”, “would”, “could”, “will”, “likely”, “except”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Examples of such statements include but are not limited to: the likelihood that the Definitive Agreement will be entered into and the Transaction will be consummated on the terms provided herein or at all, the satisfaction of the conditions precedent to the signing of the Definitive Agreement and the receipt of all required approvals including without limitation applicable regulatory authorities and the CSE.
Forward-looking information is based on current expectations, assumptions, estimates, forecasts, projections, analysis and opinions of management made considering its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to
be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The material factors and assumptions used to develop the forward-looking information contained in this news release include, but are not limited to: regulatory requirements being maintained; general business, economic and political conditions; the Company’s ability to successfully execute its plans and intentions; the availability of financing on reasonable terms; the Company’s ability to attract and retain skilled staff; market competition; the products and technology offered by competitors; that good relationships with service providers and other third parties will be established and maintained; continued growth of the carbon capture technology industry and positive public opinion with respect to the carbon capture technology industry.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including, without limitation the Company’s limited operating history; negative cash flow; financial position and results of operations differing materially from expectations; the expectation of incurring future losses and never becoming profitable; requiring additional capital to continue operations; reliance on third-party service providers; strong competition from competitors in the carbon capture technology industry; technological changes in relation to carbon capture that may adversely affect adoption of current technology or the Company’s products; supply and demand for the reduction of carbon emissions; and other risk factors described in the Company’s amended prospectus dated June 11, 2024. Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking information speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The Company does not undertake any obligation to update any forward-looking information to reflect information or events after the date on which it is made or to reflect the occurrence of unanticipated events, except as required by law, including securities laws.
