CCB Canada Carbon Inc

Canada Carbon Inc. (the "Company") (TSX-V : CCB) is pleased to announce a non-brokered private placement of up to 16,666,666 flow-through units (each, a “FT Unit”) at a price of $0.03 per FT Unit for agg­regate gross proceeds of up to $500,000 (the “FT Offering”). Each FT Unit shall be comprised of one (1) flow-through share in the capital of the Company (each, a “FT Share”) and one-half of one (1/2) common share purchase warrant (each, a “Warrant”). Each whole Warrant shall entitle the holder thereof to acquire one common share (each, a “Common Share”) at a price of $0.05 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 (each, an “Ordinary Unit”) at a price of $0.03 per Ordinary Unit for aggregate gross proceeds of up to $100,000 (the “Concurrent Offering” and together with the FT Offering, the “Offerings”). Each Ordinary Unit is comprised of one (1) Common Share and one (1) Warrant. Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.05 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 December 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 a finder’s fee to eligible arm’s length parties. The finder’s fee may consist  of  a cash  fee  equal  to 8%  of the  gross  proceeds  of the Offerings and finder’s warrants (each, a “Finder’s Warrant”) equal to 8% 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 $0.05 per Common Share for a period of 24 months from the date of issuance.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the 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.

CANADA CARBON INC. “Ellerton Castor”

Chief Executive Officer and DirectorContact InformationE-mail inquiries: info@canadacarbon.comP: (905) 407-1212  

FORWARD LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking statements in this news release include statements regarding the FT Offering and the Concurrent Offering. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting the Company’s business and results of operations; the impact of COVID-19; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

55164229.4