Subject: BluSky Carbon - News Release for Dissemination 12/16/2025
PDF Document
File: Attachment BluSky NR_Dec_15_25_AR1 Financing Final.pdf
BluSky Carbon Signs Project Financing Deal
- Company enters $8.3 million Asset Purchase Agreement
OLD SAYBROOK, CT/VANCOUVER, BC / ACCESSWIRE / December 16, 2025 / BluSky Carbon Inc.
(CSE: BSKY) (FWB: QE4 /WKN A401NM) ("BluSky" or the "Company"), is pleased to announce it has
secured an Asset Purchase Agreement (the "Asset Purchase Agreement") and Operations, Maintenance
and Asset Management Agreement (the "O&M Agreement" and together with the Asset Purchase
Agreement, the "Agreements") regarding its Arkansas biochar production facility ("AR1").
BluSky is partnering with Associated Energy Developers ("AED"), a renewable project development
company whose principals have over 40 years of experience in system design, project financing, and more.
AED has developed a project financing vehicle unique to the biochar industry that can be replicated across
BluSky's entire United States project pipeline.
Deal Structure
dot AED's principals, some of its advisors, and a private investor have established a project company,
WARB1 LLC (the "Project Company"), that will purchase BluSky's AR1 facility for $8,314,650
USD.
dot The Project Company will pay BluSky a $400,000 USD cash deposit within five days after the
closing, followed by a $400,000 commissioning payment, payable within five days after the project
is fully operational or by January 31, 2026, whichever occurs later.
dot The remaining balance will be seller-financed by BluSky to be paid off minimally in 12 years at a
1.99% interest rate, which can be accelerated with profit distributions and/or additional project
funding.
dot As part of the turn-key acquisition of AR1, BluSky will remain as the project operators as the
exclusive O&M provider for the project.
dot Once the seller financing has been paid off, AED and BluSky will work in good faith to renew the
O&M Agreement with BluSky or continue operations under a mutually agreed upon compensation
model.
dot The Project Company will take ownership of the assets of the AR1 project, including BluSky's
Vulcan Heavy unit and the $105m biochar offtake agreement.
The Agreements remain subject to closing conditions, including but not limited to, BluSky obtaining the
necessary internal and external approvals and the Project Company to make the first $400,000 USD
payment within five days after the closing. Both AED and BluSky completed their respective due diligence
processes prior to executing the Agreements.
The Company's CEO, Mr. Will Hessert, states "We are incredibly excited to be partnered with AED.
They've brought their background in renewable energy projects into the biochar world and have unlocked
project financing vehicles that have long eluded the industry. For the biochar industry to succeed, the
industry must solve production, offtake, and financing. We are diligently working alongside AED to deploy
financing into the dozens of other planned projects across the United States."
AED's CEO states "For decades AED has been promoting and developing renewable energy systems to
help slow down the harmful effects of CO2 in our atmosphere. Through the growth of our new Carbon
Division we are now taking steps to actually remove existing CO2 from the air and recycle it back into the
earth. In addition to enhancing soils for farming, our biochar is applicable to many other novel markets,
such as the downstream production of graphene to create new electrical storage batteries to pair with solar
photovoltaics."
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/ 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
BluSky Carbon Inc.
35 Research Parkway,
Old Saybrook, CT, 06475
Tel. (860) 577-2080
Web, https://bluskycarbon.com/
Email. info@bluskycarbon.com
Sales or partner opportunities:
Greg Pakiela, Business Development
greg.pakiela@bluskycarbon.com
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 market price of the Company's common shares; volatility in the capital markets;
lack of dividends; risks associated with foreign operations; risks associated with acquisitions; competition;
cyber security threats; changes in laws relating to the Company's business; expectations regarding revenue,
expenses and operations; cash needs and needs for additional financing; the intention to grow the business
and operations; reliance on secondary industries; future production costs and capacity; that available funds
will be sufficient to cover expenses; and other forward-looking statements are set out in the section entitled
"Caution Regarding Forward-Looking Statements" in the Company's Final Prospectus dated May 27, 2024,
as amended by Amended No. 1 dated June 11, 2024, (the "Amended Prospectus") available on
www.sedarplus.ca under the Company's profile.
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 the 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 Amended Prospectus. 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.
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