Carbon Streaming settles Rimba Raya, MarVivo disputes

Executive Summary

• Carbon Streaming Corp. has entered into settlement agreements to resolve disputes regarding its Rimba Raya and MarVivo projects, resulting in cash compensation and the return of equity shares.
• In the Rimba Raya settlement, Carbon Streaming receives $650,000 USD and the cancellation of 4,539,180 common shares, while terminating all related contracts, arbitration proceedings, and court actions against Infinite-Earth Ltd. and its principals.
• Regarding the MarVivo project, Carbon Streaming accepts the abandonment of the project by Fundacion MarVivo Mexico A.C. and MarVivo, while retaining seven-year rights should rights be reacquired, and mutually releasing all claims.

Key Details

• Rimba Raya Project Settlement Terms:

  • Cash Consideration: Payment of $650,000 (U.S.) by Infinite-Earth Ltd. (IE), PT Infinite Earth Nusantara (PT IE), and related entities to Carbon Streaming.
  • Equity Return: IE parties surrendered 4,539,180 common shares of Carbon Streaming for cancellation.
  • Post-Settlement Share Count: Following the cancellation, Carbon Streaming will have 48,332,053 common shares issued and outstanding.
  • Legal Dispute Resolution:
    • Termination of arbitration proceedings related to the Purchase and Sale Agreement (PSA) dated July 30, 2021 (amended Feb. 28, 2023).
    • Termination of arbitration proceedings related to the Strategic Alliance Agreement (SAA) dated July 30, 2021 (amended Nov. 17, 2021).
    • Dismissal of an Ontario court proceeding involving claims and counterclaims against IE principals.
    • Mutual release of all disputes between Carbon Streaming and IE parties without admission of liability.
  • Implementation: Terms expected to be implemented within 10 days.
  • Ongoing Litigation: Carbon Streaming continues to pursue damages against Justin Cochrane in a court proceeding filed April 14, 2025.

• MarVivo Project Settlement Terms:

  • Project Status: Carbon Streaming accepts the abandonment of the MarVivo project by Fundacion MarVivo Mexico A.C. and MarVivo, effective September 20, 2024.
  • Corporate Structure: Carbon Streaming agrees that MarVivo may be wound up or dissolved.
  • Retained Rights: Carbon Streaming maintains seven-year rights in the MarVivo project if a MarVivo-affiliated party reacquires rights to the project.
  • Legal Dispute Resolution: Mutual release of all claims between the parties.

Notable Quotes

• Marin Katusa, CEO: "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... Given these circumstances, receiving $650,000 (U.S.) and the return of 4,539,180 common shares of Carbon Streaming back to the company for cancellation was the most prudent decision."