Toronto, Ontario--(Newsfile Corp. - September 4, 2025) - CarbonTech Capital Corp. (TSXV: CT.P) ("CT"), a capital pool company listed on the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has entered into a letter of intent on June 11, 2025 (the "LOI") with Royal Queensway General Partner ("RQGP"), a corporation organized under the laws of the Province of Ontario, whereby CT will complete a share exchange or similar transaction (the "Transaction") to ultimately form the resulting issuer (the "Resulting Issuer"). RQGP is the general partner of the Royal Queensway Limited Partnership which has invested in three development projects in the Mimico neighbourhood of Toronto (the "Projects"). The Projects consist of two six-storey and one eight-storey residential buildings, totalling 83 homes.
With this Transaction, CT is building a next-generation real estate and investment platform focused on addressing the housing crisis with a Made-In-Canada approach to sustainable housing. Its core business is to scale midrise modular and mass timber housing through preferred developer partnerships in major Canadian markets, supported by exclusive or proprietary supply chain relationships. Alongside development, CT intends to invest in technologies and companies within the sustainable construction supply chain, ranging from modular manufacturing to climate-tech innovations, creating strategic integration. By combining real estate, supply chain investment, and impact-driven capital, CT aims to deliver repeatable, yield-producing housing projects while accelerating the transition to a low-carbon built environment.
Transaction Details
The Transaction is subject to TSXV approval and is intended to constitute CT's qualifying transaction under TSXV policies. Upon completion of the Transaction, CT, as the Resulting Issuer will continue to list its common shares on the TSXV as a Tier 2 Investment Issuer. The Transaction, as currently proposed, does not constitute a Non-Arm's Length Qualifying Transaction as such term is defined by the policies of the TSXV but will be a related party transaction pursuant to National Instrument 61-101 - Take-over Bids and Special Transactions ("NI 61-101"). Johnathan Westeinde is the CEO and a director of CT as well as a director and control person of Windmill Developments, one of the shareholders of RQGP. The Transaction as currently contemplated is exempt from the valuation and the minority approval requirements of NI 61-101.
The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is, among other things, conditional on the execution of a definitive agreement (the "Definitive Agreement") to be negotiate between the parties. Among other customary terms, the Definitive Agreement will provide for all of the securities of RQGP being acquired for a purchase price of approximately $400,000. The purchase price will be satisfied by way of issuance of units of CT where each unit shall be comprised of one common share and one warrant to purchase a common share of CT. The units will be priced at the maximum discounted market price as prescribed by TSXV policies. The Transaction is in its early stages as many of the specific business points of the Transaction remain to be negotiated.
Additionally, provided that TSXV approval for such exchange is granted, investors in the Projects shall be provided the option to exchange the fair market value of their limited partnership units, for equivalent value in CT shares on the same terms as outlined for RQGP. Following closing, the limited partners shall continue to have a right, subject to certain conditions and limitations, to exchange their investment in the projects for CT shares at prevailing market prices, at each time subject to TSXV approval.
In addition to the customary conditions that will be set out in the Definitive Agreement, the completion of the Transaction is subject to the following conditions:
Execution of the Definitive Agreement;
Finalization of the audited financial statements relating to the investments of RQGP;
Preparation and filing of a disclosure document, in accordance with the TSXV policies outlining the definitive terms of the Transaction and describing the business to be conducted by CT following the Transaction;
Receipt of all approvals relating to the negotiation and execution of the Definitive Agreement and the Transaction; and
Acceptance of the TSXV.
Additionally, CT intends to make an application for waiver from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will grant waiver from all or part of the applicable sponsorship requirements.
Further Information
The parties will provide further details in respect of the Transaction by way of updating press releases as the Transaction progresses, including but not limited to a press release upon execution of the definitive agreement.
All information contained in this press release with respect to CT and RQGP (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Investors are cautioned that, except as disclosed in the disclosure document 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. There can be no assurance that the qualifying transaction will be completed as proposed or at all. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Trading in CT shares will remain halted. It is uncertain whether the shares of CT will resume trading until the Transaction is completed and approved by the TSXV.
Termination of Capricorn Acquisition
CT further announces that it has terminated the previous announced proposed transaction to acquire property from Capricorn Developments Ltd.
For more information regarding CT, please contact:
Andrew Shapack,
CFO and director
ashapack@mohawkmedical.ca
Or
Jonathan Westeinde
CEO and director
Jonathan.westeinde@windmilldevelopments.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the TSX Venture Exchange policies) accepts responsibility for the adequacy or accuracy of this release.
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 business of CT post Transaction, the terms and conditions of the Transaction, the Definitive Agreement, the purchase price, and the participation of limited partners. 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, any concurrent financings and associated transactions; the risk that the ultimate terms of the Transaction, any concurrent financing and associated transactions will differ from those that currently are contemplated; the risk that the Transaction, any 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.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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SOURCE: CarbonTech Capital Corp.
