Klimat X Announces Non-Brokered Private Placement

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Klimat X Developments Inc. (‘Klimat X’ or the ‘Company’) (TSXV: KLX) a company in the business of developing validated and verified carbon credits from afforestation and reforestation of degraded land areas and marine ecosystems, including mangroves, for sale into international voluntary carbon markets, is pleased to announce its intention to carry out a non-brokered private placement to raise gross proceeds of up to C$1,000,000 consisting of units (the ‘Units’) offered at a price of $0.15 per Unit (the ‘Offering’).

Each Unit will be comprised of one common share (a ‘Share’) and one common share purchase warrant (a ‘Warrant’). Each Warrant will be exercisable at a price of $0.25 into one common share for a period of 24 months from the date of issuance. 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.

Building on the strength and recent success around the Company’s milestones in the expansion of the pipeline of carbon credits, including the benefit of strong validation from buyers of those carbon credits to support their Net Zero goals, Klimat X plans to utilize offering proceeds for operations expansion in West Africa and Latin America , launching a tech platform for smallholder-led restoration projects, and reinforcing general working capital.

The Offering is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional approval of the TSX Venture Exchange.

The Company may pay finders’ fees under the offering in accordance with applicable securities laws and the policies 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.

Members of the Company’s management team may participate in the Offering including subscriptions from related parties of the Company as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (‘MI 61-101’). The participation of management in the Offering is exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(c) and 5.7(1)(a) of MI 61-101.

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.

Klimat X develops equitable and validated carbon credits through afforestation and reforestation initiatives in degraded land areas and marine ecosystems, including mangroves. Klimat X generates long term (30+ years) recurring revenue streams and unprecedented returns in carbon markets by taking project development risk on restoration and conservation projects and pre-selling directly to large corporate buyers of carbon credits to meet their Net Zero goals. The projects adhere to Verra protocols, including the CCB standard, which assesses community and biodiversity benefits. The Klimat X leadership team has developed 50 million tonnes from over 6.5 million ha of conservation and has restored 10,000+ ha to date. The company is publicly traded on the Toronto Venture Exchange under the symbol ‘KLX’.

On behalf of the Board of Directors

‘James Tansey’
James Tansey
Chief Executive Officer

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.

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