/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION
TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Oct. 6, 2023
/CNW/ - Klimat X Developments Inc. ("Klimat X" or the
"Company") (TSXV: KLX) (FSE: Q1C) a leading provider
of high quality carbon credits sourced exclusively from
afforestation and reforestation projects developed and owned by the
Company and its stakeholders, is pleased to announce that the
Company has closed the final tranche of its previously announced
non-brokered private placement offering (the "Offering") with the
placement of 1,126,666 units (the "Units") at a price
of $0.15 per Unit for gross proceeds of $169,000. In total, Klimat X sold and
issued an aggregate of 7,163,233 Units for gross proceeds of
C$1,074,485.05 pursuant to the
Offering.
Each Unit consists of one common share (a "Share") and one Share
purchase warrant (a "Warrant") with each Warrant entitling the
holder to purchase one Share of the Company at a price of
$0.25 per Share for a period of 24
months from the date of closing of the Offering (the "Closing
Date"). In the event that at any time following the date that
is 4 months and one day following the Closing Date, the closing
price of the Shares of the Company is at or above $0.50 per Share for a period of 5 consecutive
trading days during the Warrant exercise period (with the 5th such
trading day hereafter referred to as the "Eligible Acceleration
Date"), the Warrant expiry date shall accelerate to the date that
is 60 days after the Eligible Acceleration Date.
James Tansey, CEO and Director,
Neil Passmore, Director, and
Kevin Godlington, Director of
Operations (the "Insiders") each participated for C$48,000, for a total of C$144,000 representing 960,000 Units in the
second tranche of the Offering. The participation by the Insiders
of the Company in the Offering constitutes a related party
transaction within the meaning of TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). Such
participation is exempt from the formal valuation and minority
shareholder approval requirements in sections 5.5(a) and 5.7(1)(a),
as neither the fair market value of the securities issued, nor the
fair market value of the consideration for the securities issued
exceeds 25% of the Company's market capitalization as calculated in
accordance with MI 61-101. A material change report in connection
with the Offering will be filed less than 21 days before the
closing of the final tranche of the Offering. This shorter period
was reasonable and necessary in the circumstances as the Company
wished to complete the Offering in a timely manner.
Building on very strong recent progress in the expansion of the
pipeline of carbon credits and strong validation from buyers of
carbon credits, Klimat X intends to use the net proceeds of the
Offering for the expansion of the Company's operations in
West Africa and Latin America, the development of a new
technology platform for smallholder led restoration projects and
for general working capital purposes.
The Offering is subject to certain closing conditions including,
but not limited to, the receipt of all necessary approvals
including the final approval of the TSX Venture Exchange.
The securities issued under the Offering will be subject to a
hold period under applicable securities laws in Canada expiring four months and one day from
the closing date of the Offering. There were no finder's fees
paid in connection with the Offering.
This news release does not constitute an offer to sell or
solicitation of an offer to sell any securities in the United States. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold
within the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
About Klimat X
Klimat X is an owner and operator of nature-based carbon assets
that serves the growing demand for carbon credits from companies
seeking to meet their Net Zero goals. The Company achieves this by
investing in the exploration, restoration and management of
terrestrial and marine systems that can either be protected to
enhance the sequestration of greenhouse gases or restored from a
degraded status to fully productive ecosystems. The Company's
dedication to environmental stewardship and its robust pipeline of
carbon credit projects makes it a trusted partner to the largest
buyers of carbon credits in the world, in the fight against climate
change. Klimat X deploys capital at risk under various
arrangements (including cooperation, assignment, and production
sharing agreements) with government engagement in various suitable
jurisdictions around the world.
On behalf of the Board of Directors
"James Tansey"
James
Tansey
Chief Executive Officer
Cautionary Note Regarding Forward
Looking Statements
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
This press release contains forward-looking statements and
forward-looking information (collectively "forward looking
statements") within the meaning of applicable securities laws.
Any statements that are contained in this press release that are
not statements of historical fact may be deemed to be
forward-looking statements. Forward-looking statements are often
identified by terms such as "may", "should", "anticipate", "will",
"intends" "expects" and similar expressions which are intended to
identify forward-looking information or statements. More
particularly and without limitation, this press release contains
forward looking statements and information concerning the Offering
and the ongoing business of the Company. Klimat X cautions that all
forward-looking statements are inherently uncertain, and that
actual performance may be affected by a number of material factors,
assumptions and expectations, many of which are beyond the control
of Klimat X including expectations and assumptions concerning the
Company and the need for additional capital by the Company through
financings, and the risk that such funds may not be raised. The
reader is cautioned that assumptions used in the preparation of any
forward-looking information may prove to be incorrect. Events or
circumstances may cause actual results to differ materially from
those predicted as a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the
control of Klimat X. The reader is cautioned not to place undue
reliance on any forward-looking information. Such information,
although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may
differ materially from those anticipated. Forward-looking
statements contained in this press release are expressly qualified
by this cautionary statement.
The forward-looking statements contained in this press release
are made as of the date of this press release, and Klimat X does
not undertake any obligation to update publicly or to revise any of
the included forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly
required by securities law.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
SOURCE KLIMAT X Developments Inc.
