TORONTO, March 30, 2026 (GLOBE NEWSWIRE) -- Carbon Streaming Corporation (Cboe CA: NETZ) (OTCID: OFSTF) (FSE: M2Q) (“Carbon Streaming” or the “Company”) today reported its financial results for the fiscal year ended December 31, 2025. All figures are expressed in United States dollars, unless otherwise indicated.

Carbon Streaming Chief Executive Officer Marin Katusa stated: “In the fourth quarter of 2025, Carbon Streaming continued to strengthen its financial position and focus on maximizing value from its existing assets. During the quarter, we achieved positive operating cash flow, while we also recorded a net increase in cash during the year, reflecting the success of our cost reduction initiatives and continued progress in generating cash through the optimization of our portfolio. During the last year and into this year, we also advanced several strategic initiatives to enhance liquidity and reduce risk, including executing the Community Carbon buyout, which is expected to deliver $6 million in cash proceeds over the next 12 months, and amending the Azuero Reforestation Stream to eliminate all further funding commitments while retaining the option to participate in future funding. We also successfully implemented the terms of the InfiniteEARTH and Mast settlements, delivering cash proceeds to the Company and the cancellation of previously issued shares — a meaningful outcome that further supports our balance sheet. The corporate priority continues to be to maximize value from our existing assets while exploring all strategic options to enhance shareholder value which includes acquisitions, divestments, corporate transactions, and strategic partnerships. Although the voluntary carbon market continues to face challenging conditions, we remain committed to adapting to market realities and identifying the best path forward for our shareholders.

In line with this commitment to shareholders, we have filed a statement of claim against certain former executives, board members, consultants, and associated entities to hold the defendants accountable for actions that have caused financial harm to the Company, as outlined in the lawsuit. While certain defendants have filed counterclaims, we believe these to be without merit and have filed a defence to these counterclaims to vigorously defend our position. Looking ahead, we remain focused on protecting all our Stream investments, preserving our rights, and pursuing opportunities that can unlock long-term value for shareholders.”

Annual Highlights

• Ended the year with $39.1 million in cash and no corporate debt. The Company continues to earn interest income on its cash.
• Achieved positive operating cash flow for the three months ended December 31, 2025, primarily driven by settlements from carbon credit streaming and royalty agreements and ongoing cost reduction initiatives. The Company also recorded a net increase in cash of $1.8 million during the year.
• In the first quarter of 2026, entered into an agreement to sell the Community Carbon Stream and all related carbon credit inventory for a total consideration of $6.0 million, with $5.0 million payable by mid-2026 and the remaining balance payable through 2026 and 2027.
• Amended and restated the Azuero Reforestation Stream, eliminating all of the Company’s remaining funding obligations under the stream, while retaining the option to participate in future funding.
• The Company is not required to advance further funds under its existing stream contracts and continues to review its portfolio and evaluate strategic options to maximize shareholder value.
• During the year, the Company completed multiple contract settlements, resulting in total cash proceeds of $1.3 million and the cancellation of 4,539,180 Common Shares.
• The Company significantly reduced ongoing operating expenses in 2025 by reducing employee headcount and renegotiating and amending vendor agreements, including reducing the number of individuals receiving full-time salaries to three as at December 31, 2025 (down from 24 at the start of 2024). The Chief Executive Officer does not receive a salary, the Chief Financial Officer receives a part-time salary, and the Board continues to forgo cash-settled director’s fees.
• Recognized a net loss on revaluation of carbon credit streaming and royalty agreements of $1.0 million (net loss on revaluation of $58.2 million in 2024).
• Generated $1.2 million in cash settlements from carbon credit streaming and royalty agreements (settlements of $1.6 million in 2024).
• Operating loss of $4.7 million (operating loss of $68.3 million in 2024).
• Recognized net loss of $2.5 million (net loss of $67.4 million in 2024).
• In April 2025, the Company filed a lawsuit in the Ontario Superior Court of Justice against several former executives, directors, consultants, and associated entities. In September and October 2025, certain defendants filed counterclaims against the Company. (see the “Legal proceedings” section of this news release).
  
  

Fourth Quarter Highlights

• Recognized a net loss on revaluation of carbon credit streaming and royalty agreements of $0.6 million (net loss on revaluation of $13.2 million in Q4 2024).
• Generated $344 thousand in settlements from carbon credit streaming and royalty agreements (settlements of $0.5 million in Q4 2024).
• Operating loss of $1.2 million (operating loss of $14.9 million in Q4 2024).
• Recognized net loss of $1.0 million (net loss of $16.9 million in Q4 2024).
  
  

Financial Highlights Summary

(1) Relates to the net cash proceeds generated from the Company’s carbon credit streaming and royalty agreements. 
(2) Cash, carbon credit streaming and royalty agreements, total assets and non-current liabilities are presented as at the relevant tabular reporting date.

Portfolio Updates

Community Carbon Stream: Subsequent to December 31, 2025, on March 12, 2026 the Company announced that it had entered into a buyout agreement (the “Community Carbon Buyout Agreement”) with Community Carbon and UpEnergy Group (collectively, the “UPE Parties”) in connection with the Community Carbon Stream pursuant to which the UPE Parties acquired all rights to the Community Carbon Stream and the full inventory of carbon credits in Carbon Streaming’s inventory for total consideration of $6.0 million. The consideration of the Community Carbon Buyout Agreement consists of a non-refundable deposit of $0.1 million which was paid on March 23, 2026, a closing payment of $4.9 million payable on or before May 30, 2026, and $1.0 million for the purchase of carbon credits held in inventory, payable in four installments on or before July 1, 2026, October 1, 2026, January 1, 2027 and April 1, 2027. The UPE Parties may elect to accelerate the purchase of the carbon credit inventory. Upon the Company receiving $5.0 million from the UPE Parties representing the non-refundable deposit and the closing payment, the Community Carbon Stream and all ancillary agreements shall be deemed terminated.

Azuero Reforestation Stream: On December 15, 2025, the Company amended the terms of the Azuero Reforestation Stream. The amendments revise and refine the project plan. Under the amended terms, the Company has no further funding obligations for the project but maintains an option to participate in future funding. The option, exercisable by Carbon Streaming on or before June 30, 2026 or on or before June 30, 2027, would require Carbon Streaming to fund an additional US$4.6 million and US$3.8 million, respectively. Initial carbon credit issuance from the Project is expected in 2029 and is expected to continue through to 2052.

If the Company does not exercise its options, the Company would expect to receive approximately 54,000 Carbon Credits (approximately 2.3% of the total credits) through 2052 (previously approximately 438,000 carbon credits (approximately 13.5% of total credits). If the Company exercises its funding option on or before June 30, 2026, the Company would expect to receive approximately 357,000 Carbon Credits (12.1% of the total credits) through 2052. If the Company exercises its funding option on or before June 30, 2027, the Company would expect to receive approximately 295,000 Carbon Credits (10.6% of the total credits) through 2052.

The offtake between Microsoft and the Company to purchase 100% of carbon credits that Carbon Streaming receives from the Project through 2040 will remain in place.

Nalgonda Rice Farming Stream: The Nalgonda Rice Farming project was registered with Verra on February 10, 2025 under the VCS program using the UNFCCC Clean Development Mechanism methodology AMS-III.AU: Methane emission reduction by adjusted water management practice in rice cultivation (“AMS-III.AU”). Verra temporarily inactivated AMS-III.AU as part of a broader review of validation and verification quality and began developing a revised rice-specific methodology. Following this review, certain projects, including the Nalgonda project, were approved for registration under AMS-III.AU. During the review, Verra began developing a revised rice-specific methodology, releasing VCS Methodology VM0051: Improved Management in Rice Production Systems v1.0 on February 27, 2025 (“VM0051”).

During 2025, the project completed and submitted its first monitoring report to Verra for an initial project area of approximately 22,000 hectares. The project is expected to transition to Verra’s updated rice methodology, VM0051. While the project has incorporated the updated methodological requirements, the timing and potential impact of a formal transition to VM0051 on future credit generation remain uncertain.

During the year, the Company also reassessed the economics of the Nalgonda Stream based on updated project information, including revised project cost estimates and current voluntary carbon market conditions. As a result of this reassessment, the Company determined the fair value of the Nalgonda Rice Farming Stream to be $nil as at December 31, 2025. The Company continues to monitor the progress of the first monitoring report verification process and any developments that may impact the future economics of the project.

Amazon Portfolio Royalty: As of June 30, 2025, the counterparties under the Amazon Portfolio Royalty were in arrears on the minimum royalty payments owed. In August 2025, the Company issued a Notice of Dispute, Claim or Controversy to Future Carbon International LLC (“Future Carbon”), the counterparty to a portion of the Amazon Portfolio Royalty.

In the third quarter of 2025, the Company entered into a repayment agreement (the “Ecologica Repayment Agreement”) with Ecological Assessoria Ltda. and its affiliates, one of the counterparties to the Amazon Portfolio Royalty, followed by a second repayment agreement (the “Future Carbon Repayment Agreement”) with Future Carbon International LLC in the fourth quarter of 2025.

Under the terms of the repayment agreements, the Company expects to collect approximately $1.1 million by the second quarter of 2026. During the terms of the repayment agreements, the obligations of each counterparty under the Amazon Portfolio Royalty will be suspended. Upon full receipt of the repayment, the Amazon Portfolio Royalty will be deemed satisfied and terminated, and the parties will have no further rights or obligations related thereto. If either counterparty breaches its respective repayment agreement, that counterparty will remain obligated to fulfill its obligations under the original terms of the Amazon Portfolio Royalty.

During the year ended December 31, 2025, the Company collected $0.5 million under the repayment agreements, and as of the date of this news release, has collected $0.9 million in aggregate. The Ecologica Repayment Agreement has been fully satisfied as of the date of this news release, and the remaining balance under the Future Carbon Repayment Agreement is expected to be fully repaid by the second quarter of 2026.

Enfield Biochar Stream: In April 2025, Standard Biocarbon Corporation (“Standard Biocarbon”) successfully completed an equity financing resulting in a change of control. In connection with the financing, a new CEO was appointed to lead Standard Biocarbon through project commissioning. The facility commenced initial biochar production in April 2024 and has produced approximately 320 metric tonnes of biochar cumulatively as at December 31, 2025. During 2025, the project made progress in optimizing its production systems, including improvements to throughput and production volumes, although the facility has not yet reached stable, full operating capacity. Standard Biocarbon continues to engage with the Puro.earth carbon credit standard in respect of facility registration and CORC issuance, with timing dependent on achieving sustained production levels and completion of the required audit process. Standard Biocarbon continues to pursue additional financing to fund remaining capital expenditures and address outstanding payables, with the company targeting a capital raise in 2026.

Sheep Creek Reforestation Stream and Feather River Reforestation Stream: In January 2025, the Company received a Notice of Adverse Impact from Mast Reforestation SPV I, LLC (since renamed to Legacy Reforestation SPV I, LLC) and its parent company, Droneseed Co. d/b/a Mast Reforestation (collectively, “Mast”) under the Sheep Creek Reforestation Stream. Pursuant to the Notice of Adverse Impact, among other things, Mast advised the Company that the Sheep Creek project has experienced significantly higher than expected mortality rates and that the surviving seedlings had exhibited slower than expected growth rates, and thus no longer considers the existing Sheep Creek project plan and budget to be viable. The Company formally responded to the Notice of Adverse Impact and requested that Mast respond to the Company’s significant concerns regarding, among other things, the timing of the delivery of the Notice of Adverse Impact, and the characterization of the cause of the adverse impact. Separately, in July 2025, Mast informed the Company that it no longer expects to complete the Feather River Reforestation project.

In the fourth quarter of 2025, the Company entered into a Mutual Release and Settlement Agreement with Mast in connection with the Sheep Creek Reforestation Stream and Feather River Reforestation Stream. The key terms of the settlement agreement include: the Company received $0.5 million from Mast and all legal relationships between Mast and the Company are terminated. In addition, the Company returned the preferred shares of Droneseed Co. that were issued to the Company upon conversion of the convertible note it purchased in May 2023 and the parties agreed to a mutual release.

Baccala Ranch Reforestation Stream: In March 2025, Mast delivered the Company a notice of termination of the Baccala Ranch Reforestation Stream and the Baccala Ranch project, confirming it will forego any plantings. The Company had not advanced any funds for the Baccala project and the closing of the Baccala Ranch Reforestation Stream remained subject to customary closing conditions.

Legal proceedings

From time to time, the Company may be involved in litigation arising out of the Company’s operations. Damages claimed under such litigation may be material or may be indeterminate, and the outcome of such litigation may materially impact the Company’s financial condition or results of operations. While the Company assesses the merits of each lawsuit and asserts its interests or defends itself accordingly, the Company may be required to incur significant expenses or devote significant resources to pursue or defend itself against such litigation. Except as disclosed herein or elsewhere in this news release, there are no legal proceedings or regulatory actions pending or known by the Company to which it is a party or in respect of which any of the properties of the Company are subject that are anticipated to be material to the Company and its subsidiaries taken as a whole. In the summary provided below, the Company has provided the estimates with respect to each claim where such an estimate is available; however, the estimates provided are not indicative of the probability of the final outcome.

Lawsuit against former Officers, Directors and Corporate Defendants: In April 2025, the Company sued several former executives, directors, consultants and associated entities the Ontario Superior Court of Justice. As outlined in the claim, Carbon Streaming is trying to hold the defendants to account for what it says are breaches of fiduciary duty, fraudulent misrepresentation, and unjust enrichment that have caused financial harm to the Company. Please refer to the Company’s news release titled “Carbon Streaming Announces Filing of Claim Against Former Executives and Consultants” dated April 14, 2025 for further information.

During the third and fourth quarters of 2025, certain defendants in the claim delivered counterclaims against the Company and certain acting directors and officers, Mr. Katusa, Mr. Garret, Mr. de Groot, and Ms. Schroeder. During the first quarter of 2026, the Company delivered its replies to defences and defences to the counterclaim, as did the directors and officers. The Company has reviewed the counterclaims against it, and considers that the counterclaims are without merit, that it has defences against the allegations raised in the counterclaims and that the Company’s exposure on any additional liability is remote. The Company intends to vigorously defend its position. The Company also considers that the counterclaims against the current directors and officers are without merit, that they have defences against the allegations raised in the counterclaims and the current directors and officers’ exposure on liability is remote.

Sustainable Community Stream Dispute: In the second quarter of 2025, the Company initiated arbitration proceedings against Will Solutions Inc. (“Will Solutions”) before the ADR Chambers International in connection with the termination of the purchase and sale agreement dated June 20, 2022, between Will Solutions and the Company (the “Sustainable Community Stream”). The termination, which was exercised by the Company in the third quarter of 2024, was a result of, among other things, the failure of Will Solutions to meet its milestone related to the registration of its Ontario project and its failure to develop and implement the project in accordance with the project plan (including continued delays in project development activities and lower-than-expected project enrollments). The arbitration proceeding is ongoing. Will Solutions delivered a short answer and counterclaim in the third quarter of 2025 and the Company has responded. The Company believes the counterclaim is without merit and, based on its assessment of the facts and current legal advice, considers the probability of an economic outflow to be remote. As at December 31, 2025, $4.0 million of the upfront deposit had been paid, which was advanced upon closing of the transaction in June 2022. The Company intends to strictly enforce its legal and contractual rights under the Sustainable Community Stream and seeks to recover its initial investment through these arbitration proceedings.

Rimba Raya Stream Settlement with InfiniteEARTH: On July 24, 2025, the Company announced that it had entered into settlement agreements with InfiniteEARTH Limited, its Indonesian subsidiary PT InfiniteEARTH Nusantara, and certain shareholders and principals of InfiniteEARTH (collectively, “InfiniteEARTH”) to resolve the arbitration and legal proceedings initiated by the Company against InfiniteEARTH relating to alleged breaches of the purchase and sale agreement dated July 30, 2021, as amended on February 28, 2023 between the Company and InfiniteEARTH (the “Rimba Raya Stream”).

Pursuant to the original terms of the transaction, the Company paid an upfront deposit of $22.3 million for the Rimba Raya Stream and entered into the Strategic Alliance Agreement (the “SAA”) with certain shareholders and principals of InfiniteEARTH for total consideration comprised of $4.0 million in cash and the issuance of 4,539,180 common shares in the capital of the Company on a post-consolidation basis.

The key terms of the settlement agreement, which were completed in the third quarter of 2025, included: the Company received $0.7 million in cash from InfiniteEARTH; certain principals of InfiniteEARTH surrendered for cancellation, 4,539,180 common shares in the capital of the Company issued in connection with the SAA; all existing contracts and legal relationships between Carbon Streaming and InfiniteEARTH were terminated; and the arbitration proceedings and the civil claim in the Ontario Superior Court of Justice were dismissed. Please refer to the Company’s news releases for further information: “Carbon Streaming Announces Receipt of Settlement Funds and Share Cancellation Pursuant to Settlement Agreement Related to Rimba Raya Project” dated September 29, 2025, “Carbon Streaming Announces Settlement Agreements Related to Rimba Raya and Marvivo Projects” dated July 24, 2025 and “Carbon Streaming Initiates Claims in Connection With the Rimba Raya Project” dated October 17, 2024.

Magdalena Bay Blue Carbon Stream Settlement: On July 24, 2025, the Company announced that it had entered into settlement agreements with Fundación MarVivo México, A.C. and MarVivo Corporation (together, the “MarVivo Parties”) in connection with the purchase and sale agreement between the Company and the MarVivo Parties dated May 13, 2021, as amended and restated on July 24, 2023 (the “Magdalena Bay Blue Carbon Stream”) to support the development of the Magdalena Bay Blue Carbon project. The dispute arose out of the notice of intent to abandon the project that the MarVivo Parties delivered to the Company on September 20, 2024. The Company had advanced $3 million to the MarVivo Parties under the Magdalena Bay Blue Carbon Stream. Pursuant to the settlement agreement, Carbon Streaming accepts the MarVivo Parties’ abandonment of the project, effective September 20, 2024, Carbon Streaming agrees that MarVivo Corporation may be wound up or dissolved; and Carbon Streaming maintains seven-year rights in the project if a MarVivo-affiliated party re-acquires rights to the project. The parties have agreed to a mutual release. Please refer to the Company’s news release titled “Carbon Streaming Announces Settlement Agreements Related to Rimba Raya and Marvivo Projects” dated July 24, 2025 for further information.

Citadelle Maple Syrup Producers’ Cooperative Settlement: On December 23, 2024, the Company filed a lawsuit against Citadelle Maple Syrup Producers’ Cooperative (“Citadelle”) in Ontario for the return of the upfront funding provided by the Company to Citadelle in connection with a planned grouped sugar maple afforestation, reforestation, revegetation and ecosystem restoration project in Quebec, Canada. Pursuant to the term sheet entered into with Citadelle on July 12, 2022, if a carbon streaming purchase and sale agreement relating to the project was not executed by December 31, 2022, then the defendant is required to repay the full amount of the upfront funding (approximately $0.3 million) plus a 12% annualized return, compounded. The initial funding from Carbon Streaming enabled Citadelle to achieve initial planting in the Fall 2022 and was intended to support additional plantings. In June 2025, the Company reached a settlement with Citadelle to resolve a lawsuit filed in December 2024. Under the terms of the settlement, the Company received $0.2 million in cash for full and final resolution of the lawsuit. This amount was recognized as a gain from contract settlement in the second quarter of 2025 and was collected by the Company from Citadelle in July 2025.

Strategy

Carbon Streaming is focused on maximizing value for its shareholders from its existing portfolio and cash resources while evaluating all strategic options. The Company’s carbon credit streaming agreements retain a portion of the cash flows from carbon credit sales, with stream-specific retention varying. Cash flows are subject to fluctuations based on realized carbon credit prices and agreement terms.

Outlook

Carbon Streaming continues to reposition itself for success and for maximizing shareholder value amid ongoing challenges, remaining focused on cash flow optimization. By the first half of 2025, the Company had significantly reduced employee headcount and renegotiated and amended vendor agreements to lower operating expenses. As the Company’s broader strategy continues to evolve, these steps have resulted in significant reductions to annualized ongoing operating expenses when compared to 2024, and the Company continues to operate with a materially reduced cost structure.

While the Company aims to generate cash flow through the sale of carbon credits, there remains ongoing uncertainty regarding the evolving nature of carbon markets, including potential registry delays, project-specific issues, and methodology-related risks, in addition to impacts the industry may face as a result of general economic, political and regulatory conditions. During 2025 and into early 2026, the Company advanced a number of strategic initiatives to enhance liquidity and reduce risk, including the execution of the Community Carbon Buyout Agreement, which is expected to generate approximately $6.0 million in proceeds, with the majority of cash to be received by mid-2026. The Company also amended the Azuero Reforestation Stream, which eliminated all further funding obligations, while providing the Company with the option to participate in future funding during specified election periods. In addition, the Company reached settlements related to the Rimba Raya Stream and the Magdalena Bay Blue Carbon Stream, resulting in cash proceeds, the cancellation of previously issued shares of the Company, and the retention of certain future rights, bringing resolution to these two assets. The Company also signed repayment agreements related to the Amazon Portfolio Royalty, a settlement agreement with Citadelle and a settlement agreement with Mast related to the Sheep Creek Reforestation Stream and the Feather River Reforestation Stream which resulted in cash proceeds. The Company continues to pursue its ongoing litigation matters and will use all available legal remedies to protect its rights. The Company will continue to evaluate all strategic options, including acquisitions, divestments, corporate transactions, financings, other strategic partnership opportunities or continuing to operate as a public company.

For a comprehensive discussion of the risks, assumptions and uncertainties that could impact the Company’s strategy and outlook, including without limitation, changes in demand for carbon credits and Indonesian developments described herein, investors are urged to review the section of the Company’s most recently filed Annual Information Form entitled “Risk Factors” a copy of which is available on SEDAR+ at www.sedarplus.ca.

About Carbon Streaming

Carbon Streaming’s focus is to maximize value for its shareholders by optimizing both its portfolio of carbon credit projects that have a positive impact on the environment, local communities, and biodiversity and its cash resources.

ON BEHALF OF THE COMPANY:
Marin Katusa, Chief Executive Officer
Tel: 365.607.6095
info@carbonstreaming.com
www.carbonstreaming.com

Investor Relations
investors@carbonstreaming.com

Media
media@carbonstreaming.com

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable securities laws. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future, are forward-looking information, including, without limitation, statements regarding maximizing its existing portfolio and cash resources; statements regarding the evaluation strategic options; statements with respect to cash flow optimization and generation; statements regarding sales strategy; timing and the amount of future carbon credit generation and emission reductions and removals from the Company’s existing streaming and royalty agreements; statements with respect to the projects in which the Company has streaming and royalty agreements in place; statements with respect to the Company’s objectives and its position in the voluntary carbon markets; statements with respect maximizing value for its shareholders; statements regarding the Company holding certain former executives, directors, consultants, and associated entities to account and the merits of the counterclaims from certain of the defendants and the Company’s defences; statements with respect to the Company’s intention to strictly enforce its legal and contractual rights under the Sustainable Community Stream and the merits of the counterclaim from Will Solutions Inc.; and statements related to the closing of the Community Carbon buyout agreement and the timing thereof.

When used in this news release, words such as “estimates”, “expects”, “plans”, “anticipates”, “will”, “believes”, “intends” “should”, “could”, “may” and other similar terminology are intended to identify such forward-looking information. This forward-looking information is based on the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. They should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. Factors that could cause actual results or events to differ materially from current expectations include, among other things: general economic, market and business conditions and global financial conditions, including fluctuations in interest rates, foreign exchange rates and stock market volatility; volatility in prices of carbon credits and demand for carbon credits; change in social or political views towards climate change, carbon credits and environmental, social and governance initiatives and subsequent changes in corporate or government policies or regulations and associated changes in demand for carbon credits; the Company’s expectations and plans with respect to current litigation, arbitration and regulatory proceedings; reputational risk; concentration risk; inaccurate estimates of project value, which may impact the ability of the Company to execute on its growth and diversification strategy; limited operating history for the Company’s current strategy dependence upon key management; impact of the corporate restructurings and the strategic initiatives advanced by the Company; impact of any strategic opportunities; the inability of the Company to optimize cash flows or sufficiently reduce operating expenses; reputational risk; risks arising from competition and future acquisition activities failure or timing delays for projects to be registered, validated and ultimately developed and for emission reductions or removals to be verified and carbon credits issued (and other risks associated with carbon credits standards and registries); foreign operations and political risks including actions by governmental authorities, including changes in or to government regulation, taxation and carbon pricing initiatives; uncertainties and ongoing market developments surrounding the validation and verification requirements of the voluntary and/or compliance markets; due diligence risks, including failure of third parties’ reviews, reports and projections to be accurate; dependence on project partners, operators and owners, including failure by such counterparties to make payments or perform their operational or other obligations to the Company in compliance with the terms of contractual arrangements between the Company and such counterparties; failure of projects to generate carbon credits, or natural disasters such as flood or fire which could have a material adverse effect on the ability of any project to generate carbon credits; volatility in the market price of the Company’s common shares or warrants; the effect that the issuance of additional securities by the Company could have on the market price of the Company’s common shares or warrants; global health crises, such as pandemics and epidemics; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s Annual information Form dated as of March 30, 2026 filed on SEDAR+ at www.sedarplus.ca.

Any forward-looking information speaks only as of the date of this news release. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.