Mr. Ellerton Castor reports

CANADA CARBON ANNOUNCES PRIVATE PLACEMENT OF FLOW-THROUGH UNITS AND ORDINARY UNITS

Canada Carbon Inc. has arranged a non-brokered private placement of up to 16,666,666 flow-through (FT) units at a price of three cents per FT unit for aggregate gross proceeds of up to $500,000. Each FT unit shall comprise one flow-through share in the capital of the company and one-half of one common share purchase warrant. Each whole warrant shall entitle the holder thereof to acquire one common share at a price of five cents per share for a period of 24 months from the date of issuance. The FT shares will qualify as flow-through shares within the meaning of the Income Tax Act (Canada).

In addition to the FT offering, the company will be completing a non-brokered private placement of up to 3,333,333 units at a price of three cents per ordinary unit for aggregate gross proceeds of up to $100,000. Each ordinary unit comprises one common share and one warrant. Each warrant shall entitle the holder thereof to acquire one common share at a price of five cents per common share for a period of 24 months from the date of issuance.

The company is hopeful the offerings will close on or about Dec. 8, 2023.

All securities issued pursuant to the offerings will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The proceeds from the offerings will be used by the company for eligible exploration expenditures and corporate and general working capital purposes. The closing of the offerings is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

In connection with the offerings, the company may pay finders' fees to eligible arm's-length parties. The finders' fees may consist of a cash fee equal to 8 per cent of the gross proceeds of the offerings and finders' warrants equal to 8 per cent of the FT units and ordinary units issued pursuant to the offerings. Each finder's warrant shall entitle the holder to acquire one common share at a price of five cents per common share for a period of 24 months from the date of issuance.

We seek Safe Harbor.