Star Metro - BluSky Carbon Announces $3 Million Marketed Public Offering of Units

The Offering

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 per Warrant Share for a period of 24 months.

The Company has also granted the Agent an option ("Over-Allotment Option"), exercisable in whole or in part, to purchase up to an additional 900,000 Units for a period of 30 days from and including the Closing Date to cover over-allotment, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering will be approximately $3,450,000.

The Units sold under the Offering will be offered by way of a prospectus supplement ("Prospectus Supplement") to the Company's short form base shelf prospectus dated November 20, 2024 ("Shelf"), which Prospectus Supplement will be filed with the securities commissions in each of the Provinces of British Columbia, Alberta and Ontario (and in such other Provinces, other than Quebec, as agreed to by the Company and Agent); and in the United States or to or for the account or benefit of "U.S. persons" as defined by Regulation S under the United States Securities Act of 1933, as amended ("U.S. Securities Act"), by way of private placement pursuant to exemptions from registration provided for under the U.S. Securities Act and the applicable securities laws of any state of the United States; and in jurisdictions outside of Canada and the United States as agreed to by the Company and Canaccord Genuity.

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.

The net proceeds raised under the Offering will be used for working capital and other general corporate purposes.

Prospective investors under the Offering should read the Shelf, the Prospectus Supplement, once filed, and the documents incorporated by reference therein before making an investment decision. Copies of the Shelf and the Prospectus Supplement, following filing thereof, are, or will be, as applicable, available on the Company's SEDAR+ profile at www.sedarplus.ca.

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.

ON BEHALF OF THE COMPANY

William ("Will") Hessert
Chief Executive Officer

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

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, and intended use of proceeds from, the Offering and the Company's business and plans generally, 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, the failure to satisfy the conditions of relevant securities regulatory authorities and exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulators. 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.

SOURCE: BluSky Carbon Inc.

O.Poirier--SMC