Mr. Wayne Lloyd reports

SHIFTCARBON EMBARKS ON STRATEGIC BUSINESS TRANSFORMATION WITH LETTER OF INTENT TO ACQUIRE ZERO CARBON TECHNOLOGIES

Shiftcarbon Inc. will make a transformative strategic direction change, beginning with its letter of intent to acquire Zero Carbon Technologies Ltd. This acquisition is just the initial phase of a comprehensive business transformation designed to unlock shareholder value, and bring a new wave of innovative products and services to market.

Zero Carbon Technologies (ZCT), a private firm, is focused on the growing EV (electric vehicle) battery reuse and recycling sector, including refining battery substrate from all Li-ion batteries, and lead acid battery recycling. ZCT's technology reduces the carbon footprint of incumbent lead-acid recycling by 85 per cent, cuts waste outputs by more than 90 per cent, and improves battery energy and power densities by up to 40 per cent. The global battery recycling market revenues are projected to grow to approximately $100-billion by 2040.

As part of the acquisition terms detailed in the letter of intent, the proposed merger will see ZCT integrated into Shiftcarbon, a Canadian Securities Exchange-listed company, with the company issuing 100 per cent of the issued and outstanding stock to ZCT.

"At Zero Carbon, our core mission has always centred on paving the way for a greener, more sustainable future," said Sir Tony Baldry, chairman of Zero Carbon Technologies. "This merger isn't just a milestone, it's a testament to our dedication and vision. Our team is excited to introduce our groundbreaking approach to battery recycling to shareholders via the CSE. Together, we're not just setting new industry benchmarks, we're shaping the future of sustainable innovation."

"In the midst of our business evolution, we've identified several opportunities that promise not only to enhance our current offerings but also to chart a clear trajectory for our future growth," remarked Wayne Lloyd, chief executive officer of Shiftcarbon. "The decision to split the existing publicly listed entity into three independent units will result in every shareholder of Shiftcarbon receiving shares in each of these new entities, effectively amplifying the investor value proposition."

As both companies embark on this new chapter, they remain deeply committed to their shared vision of driving innovation, enhancing shareholder value, and contributing to a more sustainable and eco-friendly future. The completion of the business restructuring between Shiftcarbon and ZCT is subject to the receipt of all necessary approvals, including, without limitation, negotiation and execution of relevant definitive agreements, and shareholder and board approval of each company, as necessary.

Conditions precedent

Prior to the transaction, both Shiftcarbon and ZCT are to undertake several steps to ensure seamless integration and alignment of interests:

1. Shiftcarbon commits to filing its year-end audit, annual financial statements and subsequent quarterly reports.
2. Shiftcarbon is to undergo a business transformation, entailing:
   1. IoT (Internet of things) spinoff:
      1. The transfer of all contracts, business assets and intellectual property associated with the previously announced agreement with solutions by stc to a separate, spun-off legal entity (IoT SpinCo). With innovative IoT technology and energy-efficient devices, this new entity will continue offering solutions for improving enterprise and Smart City operations, safety and efficiency through location-aware intelligent devices.
      2. The IoT SpinCo is set to secure financing of at least $2-million, or another amount deemed acceptable by the Arena Partners LP and associated funds (the secured creditor).
   2. Carbon trading spinoff:
      1. All carbon-trading business assets, operations and intellectual property not linked to the IoT SpinCo will reside in the company's fully owned subsidiary, Wishland Properties Ltd. Wishland will emerge as a distinct, unlisted entity, retaining the Shiftcarbon brand, and ensuring the continuation of Shiftcarbon's commitment to building infrastructure where carbon credit creators, buyers and sellers can seamlessly trade, while maintaining transparency and trust with global verification bodies.
3. The secured creditor is required to consent to Shiftcarbon's business transformation and the Zero Carbon transaction. This will result in the release of any and all claims or liens on Shiftcarbon and Wishland, in exchange for 1.5 million (15-cent strike) warrants from IoT SpinCo, an imminent receipt of two million (15-cent strike) warrants from Shiftcarbon, and 1.5 million (15-cent strike) warrants from Wishland. This release is contingent upon the signing of amended credit agreement and the IoT SpinCo's minimum financing.

About Shiftcarbon Inc.

Shiftcarbon provides an innovative platform for carbon accounting, offsets and MRV (measurement, reporting and verification) automation. Businesses can use Shiftcarbon Measure to view a complete picture of their carbon emissions, without the need to hire external consultants or use manual calculations. Shiftcarbon Offset provides enterprises with powerful APIs that allow customers to embed carbon offsets into their business.

Shiftcarbon also operates TraceSafe, a leading Internet of Things cloud platform. The solution uses sensor technology to deliver precise and timely information, powering safer and smarter enterprise environments. With a presence across North America, Asia and Europe, TraceSafe is trusted by leading organizations in health care, hospitality, construction, events, education and government.

About Zero Carbon Technologies Ltd.

Zero Carbon Technologies is a United Kingdom private firm at the forefront of emerging battery recycling technologies. With the capability to process all battery types across various categories, the company stands as a unique player in the sector. Zero Carbon Technologies combines operational, technical, marketing and business development expertise to shape the battery recycling landscape. The company's focus areas include the EV battery reuse and recycling space, refining of black mass from lithium-ion batteries, and addressing niche battery challenges prevalent in the European Union and beyond. The company's initiatives not only emphasize the value of recycling, but also aim to reduce waste and promote sustainable practices.

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