Mr. Arran Thorpe reports

CANADA CARBON ANNOUNCES RESUMPTION OF TRADING ON TSX VENTURE EXCHANGE, SHARE CONSOLIDATION, ADOPTION OF OMNIBUS EQUITY INCENTIVE PLAN AND CHANGE OF OFFICERS

Trading of Canada Carbon Inc.'s common shares on the TSX Venture Exchange will resume at market shortly. The company would like to thank the shareholders for their patience while this matter was being resolved.

Share consolidation

The company held an annual and special meeting of shareholders on Wednesday, Jan. 21, 2026, after failing to hold an annual meeting since Jan. 31, 2024. At the meeting, shareholders approved a consolidation of the common shares in the capital of the company on the basis of one postconsolidation common share for up to 10 preconsolidation common shares, as and when determined by the board of directors of the company in its sole discretion. The company believes that the consolidation could also broaden the pool of investors that would consider investing in Canada Carbon, thereby resulting in a more efficient market for the common shares.

Currently, the company has 242,281,512 common shares issued and outstanding on a preconsolidation basis. Upon completion of the consolidation, the company would have approximately 24,228,151 common shares issued and outstanding, assuming the consolidation ratio is completed on the basis of one postconsolidation common share for 10 preconsolidation common shares. No fractional common shares would be issued as a result of the consolidation and no cash consideration would be paid in respect of fractional shares.

The common shares would continue to trade on the TSX-V under the symbol CCB and the company's name would remain the same. As a result of the consolidation, the exercise or conversion price and the number of common shares issuable under any of the company's outstanding warrants and stock options would be proportionately adjusted to reflect the consolidation in accordance with the respective terms thereof. The consolidation is expected to be completed by April 30, 2026, or such other time as the company determines in its sole discretion.

Further information on the consolidation can be found in the company's management information circular dated Dec. 17, 2025, which was filed on SEDAR+.

Omnibus equity incentive plan

At the meeting, shareholders also approved the adoption of an omnibus equity incentive plan for the purpose of attracting, retaining and motivating directors, officers, employees and consultants of the company.

Following a review of the omnibus plan by the TSX-V, the company amended the omnibus plan to ensure compliance with TSX-V policies, including: (i) the removal of Article 8 (other share-based awards); (ii) the amendment of Section 13.2 to remove any language that suggested that the term of an award (as defined in the omnibus plan) could be extended beyond 10 years through disinterested shareholder approval; and (iii) the amendment of Section 13.2 to remove any language suggesting that an award could be transferred to any other person (as defined in the omnibus plan), including with shareholder approval.

As amended, the omnibus plan provides for the grant of stock options representing up to 10 per cent of the company's issued and outstanding common shares from time to time, together with a fixed maximum of 24,228,151 common shares (on a preconsolidation basis) available for issuance pursuant to restricted share units, deferred share units and performance share units, representing 10 per cent of the issued and outstanding common shares at the date the omnibus plan was approved by shareholders.

A copy of the omnibus plan, as amended, is available under the company's profile on SEDAR+.

Change of officers

The company announces that Ellerton Castor, chief executive officer, has resigned in his capacity as a director and officer of the company, effective March 31, 2026. In addition, Remantra Sheopaul has resigned as chief financial officer of the company, effective immediately. The board of directors has appointed a current director of the company, Arran Thorpe, as interim chief executive officer and interim chief financial officer, to serve in such capacities until suitable replacements for each position are appointed. The company thanks Mr. Castor and Mr. Sheopaul for their contributions and service to the company, and wishes them well in their future endeavours.

Following the resignations of the company's chief executive officer and chief financial officer, the company appointed one individual as interim chief executive officer and interim chief financial officer. As a result, the company is not currently in compliance with TSX-V Policy 3.1, which prohibits an individual from acting as both chief executive officer and chief financial officer of the same issuer, except in limited circumstances. Due to this non-compliance, the TSX-v has placed the company on a 90-day notice to remedy the non-separation of the chief executive officer and chief financial officer positions. The company notes that this non-compliance is temporary and arose as a result of recent vacancies in senior management. The board of directors has commenced an active search to identify qualified candidates to fill the chief executive officer and chief financial officer roles, and intends to appoint separate individuals to these positions as soon as practicable. Any officer appointments will be subject to TSX-V acceptance. In the interim, the company's board of directors continues to oversee the company's operations and financial reporting processes.

Working capital and net tangible assets

As required under TSX-V Policy 2.5, the company discloses that it had a working capital deficiency of $2,536,783 as reported in its interim financial statements for the nine months ended Sept. 30, 2025. The company intends to address this deficiency through a combination of cost-reduction initiatives, the deferral of certain payables and anticipated financings, including potential equity issuances or other capital raising transactions, as may be accepted by the TSX-V.

The company also reports a net tangible assets deficiency of $2,561,783 as at Sept. 30, 2025. In accordance with TSX-V Policy 2.5, the company plans to remedy this deficiency through the same measures described above, including additional capital raising, and through the advancement of its corporate strategy intended to improve its financial position and strengthen its balance sheet.

The company will be placed on a 90-day notice for transfer from Tier 1 to Tier 2 due to these deficiencies.

We seek Safe Harbor.