Star Metro - BluSky Carbon Announces $1 Million Convertible Debenture Financing

Each Convertible Debenture Unit will be comprised of $1,000 in principal amount of unsecured convertible debenture ("Convertible Debenture"). The Convertible Debentures will bear interest at a rate of 12% per annum, calculated and payable quarterly in arrears, commencing three months from closing, and mature 24 months following the date of issuance (the "Maturity Date"). The principal amount of each Convertible Debenture (the "Principal Amount") and any interest accrued thereon will be convertible into Common Shares at a conversion price of $0.30 per Common Share (the "Conversion Price") at the option of the holder of a Convertible Debenture ("Debenture Holder") at any time prior to the close of business on the Maturity Date.

The Convertible Debentures will be unsecured obligations of the Company.

The net proceeds received by the Company from the Offering are intended to be used for general corporate and working capital purposes.

Finders' fees may be paid to eligible arm's length persons with respect to certain subscriptions accepted by the Company, in accordance with the policies of the Canadian Securities Exchange (the "CSE").

The Company also announces that it no longer intends to complete its previously announced "best-efforts" public offering of up to 6,000,000 units of the Company for gross proceeds of up to $3,000,000.

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.

S.Clark--SMC