Carbon Streaming Announces Settlement Agreements Related to Rimba Raya and Marvivo Projects

Rhea-AI Summary

Carbon Streaming (OTCQB: OFSTF) has announced settlement agreements for disputes related to two major projects. The company reached a settlement with Infinite-Earth Limited (IE) and related parties regarding the Rimba Raya Project, which includes a US$650,000 payment to Carbon Streaming and the return of 4,539,180 common shares for cancellation.

The settlement terminates all existing contracts between Carbon Streaming and IE Parties, including arbitration proceedings and court claims. Separately, the company settled with MarVivo Parties, accepting the abandonment of the MarVivo Project while maintaining seven-year rights if a MarVivo-affiliated party re-acquires project rights.

Following the share cancellation, Carbon Streaming will have 48,332,053 common shares outstanding. The company continues to pursue damages against Justin Cochrane in a separate court proceeding filed April 14, 2025.

Positive

• Receipt of US$650,000 cash settlement from IE Parties
• Return of 4,539,180 common shares for cancellation, reducing share dilution
• Resolution of multiple legal disputes without further legal costs
• Retention of rights in MarVivo Project for 7 years if project is revived

Negative

• Complete loss of operational involvement in Rimba Raya Project
• Abandonment of MarVivo Project affecting business portfolio
• Ongoing legal proceedings against former executives indicating internal governance issues
• Write-off of investments in both projects likely to impact financial statements

TORONTO, July 24, 2025 (GLOBE NEWSWIRE) -- Carbon Streaming Corporation (Cboe CA: NETZ) (OTCQB: OFSTF) (FSE: M2Q) (“Carbon Streaming” or the “Company”) announces that it has entered into two settlement agreements resolving disputes related to the Rimba Raya Biodiversity Reserve Project (the “Rimba Raya Project”) and the MarVivo  Blue Carbon Conservation Project (the “MarVivo Project”).

Rimba Raya Project Settlement

Carbon Streaming has reached a settlement with Infinite-Earth Limited (“IE”), PT Infinite Earth Nusantara (“PT IE”), certain of IE’s principals and related entities (collectively, the “IE Parties”) to resolve their dispute related to the Rimba Raya Project and the Company’s allegations of breach of the purchase and sale agreement between the Company and Infinite-Earth dated July 30, 2021, as amended on February 28, 2023 (the “Rimba Raya PSA”), the strategic alliance agreement between the Company and the shareholders of Infinite-Earth Limited dated July 30, 2021, as amended on November 17, 2021 (the “SAA”) and related agreements.

Key terms of the settlement include:

• Payment of US$650,000 by the IE Parties to Carbon Streaming.
• The IE Parties will surrender for cancellation, 4,539,180 common shares in the capital of Carbon Streaming issued in connection with the SAA, to Carbon Streaming. These shares were previously issued to certain of the IE Parties.
• Termination of all existing contracts and legal relationships between Carbon Streaming and the IE Parties.
• Resolution of disputes between Carbon Streaming and the IE Parties without any admission of liability including:
  • Termination of an arbitration proceeding between Carbon Streaming and IE and PT IE, in accordance with the purchase and sale agreement between Carbon Streaming and the operators of the Rimba Raya Project dated July 30, 2021, as amended on February 28, 2023.
  • Termination of an arbitration proceeding between Carbon Streaming and IE and certain of IE’s principals and related entities in accordance with a strategic alliance agreement between Carbon Streaming and the shareholders of IE dated July 30, 2021, as amended on November 17, 2021.
  • Dismissal of an Ontario court proceeding involving a claim and counterclaim between Carbon Streaming and certain of IE’s principals and related entities.
• The parties have agreed to a mutual release.

The terms of the settlement agreement are expected to be implemented within 10 days.

Carbon Streaming continues to pursue its damages related to the Rimba Raya Project against Justin Cochrane in a court proceeding filed April 14, 2025.

For additional information about the Notice of Arbitration to IE and PT IE, the operators of the Rimba Raya Project in accordance with the Rimba Raya PSA; the Notice of Arbitration to the shareholders of IE in accordance with the SAA; and the Notice of Action in the Ontario Superior Court of Justice seeking declaratory relief against the principals of IE and their related entities, see the Company’s press release entitled “Carbon Streaming Initiates Claims in Connection With the Rimba Raya Project” dated October 17, 2024.

Marin Katusa, CEO of Carbon Streaming stated “The Company, with its legal counsel, carefully assessed the status of the proceedings, the strengths and weaknesses of the Company’s case, including the inability to assess documents from former directors and officers in aid of the proceedings, and the ultimate prospect for recovery and determined that this settlement was in the Company’s best interest. The Company continues to vigorously pursue the defendants, in the April 14, 2025 Statement of Claim for the damages caused to the Company. Given these circumstances, receiving US$650,000 and the return of 4,539,180 common shares of Carbon Streaming back to the Company for cancellation was the most prudent decision. Following the return and cancellation of the 4,539,180 common shares received from the IE Parties the Company will have 48,332,053 common shares issued and outstanding.”

For additional details regarding the lawsuit in the Ontario Superior Court of Justice against Justin Cochrane, Conor Kearns, Anthony Milewski, Michael Beck, Maurice Swan, Andrew Scott Tester, Jeanne Usonis, The Oregon Group LLC, Regent Advisors LLC, Black Vulcan Resources LLC, Carbon Advisors LLC, and Angstrom Capital Limited refer to the Company’s press release dated April 14, 2025. A copy of the issued Statement of Claim can be found here.

MarVivo Project Settlement

Carbon Streaming has also reached a settlement with Fundación MarVivo México, A.C. and MarVivo Corporation (together, the “MarVivo Parties”) in connection with the MarVivo Project.

Key terms of the settlement include:

• Carbon Streaming accepts the MarVivo Parties’ abandonment of the MarVivo Project, effective September 20, 2024.
• Carbon Streaming agrees that MarVivo Corporation may be wound up or dissolved.
• Carbon Streaming maintains seven-year rights in the MarVivo Project if a MarVivo-affiliated party re-acquires rights to the MarVivo Project.
• The parties have agreed to a mutual release.

About Carbon Streaming

Carbon Streaming’s focus is on projects that generate high-quality carbon credits and have a positive impact on the environment, local communities, and biodiversity, in addition to their carbon reduction or removal potential.

ON BEHALF OF THE COMPANY:
Marin Katusa, Chief Executive Officer
Tel: 365.607.6095
info@carbonstreaming.com
www.carbonstreaming.com

Investor Relations
investors@carbonstreaming.com

Media
media@carbonstreaming.com

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable securities laws. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future, are forward-looking information, including, without limitation, the impact of the Company’s restructuring strategies; statements regarding implementing the terms of the settlement agreement and the timing thereof; statements regarding acts and omissions of the IE Parties; statements with respect to the acts or omissions of the MarVivo Parties; and statements regarding the Company holding the defendants to the April 14, 2025 statement of claim to account.

When used in this news release, words such as “estimates”, “expects”, “plans”, “anticipates”, “will”, “believes”, “intends” “should”, “could”, “may” and other similar terminology are intended to identify such forward-looking information. This forward-looking information is based on the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. They should not be read as a guarantee of future performance or results and will not necessarily be an accurate indication of whether or not such results will be achieved. Factors that could cause actual results or events to differ materially from current expectations include, among other things: general economic, market and business conditions and global financial conditions, including fluctuations in interest rates, foreign exchange rates and stock market volatility; volatility in prices of carbon credits and demand for carbon credits; change in social or political views towards climate change, carbon credits and environmental, social and governance initiatives and subsequent changes in corporate or government policies or regulations and associated changes in demand for carbon credits; the Company’s expectations and plans with respect to current litigation, arbitration and regulatory proceedings; limited operating history for the Company’s current strategy; concentration risk; inaccurate estimates of project value, which may impact the ability of the Company to execute on its growth and diversification strategy; dependence upon key management; impact of corporate restructurings; the inability of the Company to optimize cash flows or sufficiently reduce operating expenses; reputational risk; risks arising from competition and future acquisition activities failure or timing delays for projects to be registered, validated and ultimately developed and for emission reductions or removals to be verified and carbon credits issued (and other risks associated with carbon credits standards and registries); foreign operations and political risks including actions by governmental authorities, including changes in or to government regulation, taxation and carbon pricing initiatives; uncertainties and ongoing market developments surrounding the validation and verification requirements of the voluntary and/or compliance markets; due diligence risks, including failure of third parties’ reviews, reports and projections to be accurate; dependence on project partners, operators and owners, including failure by such counterparties to make payments or perform their operational or other obligations to the Company in compliance with the terms of contractual arrangements between the Company and such counterparties; failure of projects to generate carbon credits, or natural disasters such as flood or fire which could have a material adverse effect on the ability of any project to generate carbon credits; volatility in the market price of the Company’s common shares or warrants; the effect that the issuance of additional securities by the Company could have on the market price of the Company’s common shares or warrants; global health crises, such as pandemics and epidemics; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s Annual Information Form dated as of March 31, 2025 filed on SEDAR+ at www.sedarplus.ca.

Any forward-looking information speaks only as of the date of this news release. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.

FAQ

What are the key terms of Carbon Streaming's (OFSTF) Rimba Raya settlement agreement?

The settlement includes a US$650,000 payment to Carbon Streaming, return of 4,539,180 common shares for cancellation, and termination of all existing contracts and legal relationships with IE Parties.

How many shares will Carbon Streaming (OFSTF) have outstanding after the settlement?

Following the return and cancellation of 4,539,180 common shares, Carbon Streaming will have 48,332,053 common shares issued and outstanding.

What happened to Carbon Streaming's MarVivo Project?

Carbon Streaming accepted the MarVivo Parties' abandonment of the project effective September 20, 2024, but maintains seven-year rights if a MarVivo-affiliated party re-acquires project rights.

Is Carbon Streaming (OFSTF) still pursuing any legal actions related to these projects?

Yes, Carbon Streaming continues to pursue damages against Justin Cochrane in a court proceeding filed on April 14, 2025, despite settling with other parties.

When will the Rimba Raya settlement agreement be implemented?

The terms of the settlement agreement are expected to be implemented within 10 days of the announcement on July 24, 2025.