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M&A / Property

CarbonTech Capital Corp. Announces Proposed Qualifying Transaction with Royal Queensway Limited Partnership and Termination of Its Previously Announced Transaction

By The Northwire Desk — AI Analysis Sep 04, 2025 · 18:16 CT · 0.15
CT · Price

Executive Summary

  • CarbonTech Capital Corp. (TSXV: CT.P) has entered into a non-binding Letter of Intent (LOI) to acquire Royal Queensway General Partner (RQGP), the general partner of the Royal Queensway Limited Partnership, in a share exchange transaction intended to constitute a qualifying transaction under TSXV policies.
  • The transaction aims to form a new real estate and investment platform focused on sustainable, midrise modular and mass timber housing in major Canadian markets, specifically leveraging RQGP's existing development projects in Toronto's Mimico neighbourhood.
  • The previous proposed transaction to acquire property from Capricorn Developments Ltd. has been terminated.

Key Details

  • Transaction Structure: CT will acquire all securities of RQGP via a share exchange or similar transaction to form the "Resulting Issuer."
  • Target Assets: RQGP is the general partner of the Royal Queensway Limited Partnership, which holds three development projects in the Mimico neighbourhood of Toronto. These projects consist of two six-storey and one eight-storey residential building, totaling 83 homes.
  • Purchase Price: The purchase price for RQGP securities is approximately $400,000.
  • Consideration: The purchase price will be satisfied by the issuance of units of CT. Each unit consists of one common share and one warrant to purchase a common share of CT.
  • Pricing Mechanism: The units will be priced at the maximum discounted market price as prescribed by TSXV policies.
  • Related Party Status: The transaction is a related party transaction under National Instrument 61-101 because Johnathan Westeinde (CEO and director of CT) is also a director and control person of Windmill Developments, a shareholder of RQGP. It is exempt from valuation and minority approval requirements.
  • Investor Exchange Option: Investors in the RQGP projects will have the option to exchange the fair market value of their limited partnership units for equivalent value in CT shares on the same terms as RQGP. Post-closing, limited partners retain the right to exchange their project investments for CT shares at prevailing market prices, subject to TSXV approval.
  • Conditions Precedent: Completion is conditional on:
    • Execution of a Definitive Agreement.
    • Finalization of audited financial statements for RQGP's investments.
    • Preparation and filing of a disclosure document per TSXV policies.
    • Receipt of all necessary regulatory and internal approvals.
    • Acceptance by the TSXV.
  • Sponsorship Waiver: CT intends to apply for a waiver from TSXV sponsorship requirements, though no assurance is provided.
  • Trading Status: Trading in CT shares remains halted and will not resume until the transaction is completed and approved by the TSXV.
  • Termination of Prior Deal: CT has terminated the previously announced proposed transaction to acquire property from Capricorn Developments Ltd.

Notable Quotes

  • "With this Transaction, CT is building a next-generation real estate and investment platform focused on addressing the housing crisis with a Made-In-Canada approach to sustainable housing. Its core business is to scale midrise modular and mass timber housing through preferred developer partnerships in major Canadian markets, supported by exclusive or proprietary supply chain relationships."
Read the original news release →