QE4 BluSky Carbon Inc

BluSky Carbon Inc. (CSE: BSKY) (“BluSky” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp., as lead agent and sole bookrunner (the “Agent”), in connection with a best-efforts private placement offering (the “Offering”) of up to 6,000,000 special warrants of the Company (the “Special Warrants”) at a price of $0.50 per Special Warrant (the “Offering Price”), for gross proceeds of up to $3,000,000.

Each Special Warrant will be exercisable, for no additional consideration, into one unit of the Company (the “Units”) on the earlier of: (i) four months and one day following the closing date of the Offering, or (ii) the fifth business day after the Company obtains a receipt for a final prospectus qualifying the distribution of the Units issuable upon the conversion of the Special Warrants.

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share (each, a “Warrant Share”) at an exercise price of $0.65 for a period of 24 months.

The Company has granted the Agent an option (the “Agent’s Option”) to purchase up to an additional 15% of the number of Special Warrants issued pursuant to the Offering, exercisable at any time, and from time to time, prior to the Closing (as defined hereafter) of the Offering.

The net proceeds raised under the Offering are intended to be used for corporate development and general working capital purposes.

The Offering is intended to take place to qualified investors in all provinces of Canada, except Quebec, and in such other jurisdictions as the parties may agree.

As soon as reasonably practicable after the Closing, the Company will use reasonable commercial efforts to prepare and file with each of the securities regulatory authorities in each of the provinces of Canada, other than Quebec, in which the Special Warrants are sold, and obtain a receipt for, a preliminary short form prospectus and a final short form prospectus (which may be in the form of a final base shelf prospectus and supplement thereto) qualifying the distribution of the Units underlying the Special Warrants (the “Final Prospectus”).

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange, and the entering into of an agency agreement between the Company and the Agent. Closing of the Offering is expected to be on or about the week of December 16, 2024 (the “Closing”).

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

About BluSky Carbon Inc. (CSE: BSKY) (OTCQB: BSKCF) (FWB: QE4 /WKN: A401NM)BluSky is a renewable energy company that is in the business of putting Carbon back into the ground – right where it belongs. The Company converts organic and industrial waste into biochar, renewable power and carbonate rocks, as well as the development and sale of carbon capture technology. BluSky’s primary objectives are to (1) construct carbon removal equipment; (2) sell the biochar produced by the carbon removal equipment; and (3) sell carbon credits ‎generated from the production of biochar. The Company’s business model is based on the growing need for carbon neutrality and demand to reduce CO2 emissions.

BluSky Carbon is publicly listed in Canada on the CSE with the trading symbol BSKY, on the OTCQB as BSKCF, and in Frankfurt, Germany (FWB) with the identifier QE4. BluSky’s public filings and related documents are available on the Company’s profile page on SEDAR+ at www.sedarplus.ca. For more information about the Company, please visit https://bluskycarbon.com/, watch our video, and sign up to receive news alerts or join us on social media at Facebook, X (formerly twitter), Instagram, or LinkedIn.

ON BEHALF OF THE COMPANY

William (“Will”) HessertChief Executive Officer

BluSky Carbon Inc.35 Research Parkway,Old Saybrook, CT, 06475Tel. (860) 577-2080Web. https://bluskycarbon.com/Email. info@bluskycarbon.com

The CSE and Information Service Provider have not reviewed and do not accept responsibility for the accuracy or adequacy of this release.

Forward-Looking Statements Caution. This news release contains forward-looking statements relating to the completion of the Offering, intended use of proceeds thereof, the filing and receipt for the Final Prospectus, the Company’s business and plans, including with respect to undertaking further acquisitions, regulatory compliance issues and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to complete the Offering as contemplated, or at all, or to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. 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 the Company. 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 news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.