OFSTF - Carbon Streaming Announces Board and Management Changes | Benzinga
TORONTO, May 31, 2024 (GLOBE NEWSWIRE) -- Carbon Streaming Corporation (Cboe CA: NETZ) (OTCQB:OFSTF) (FSE: M2Q) ("Carbon Streaming" or the "Company") today announced the following changes to its board of directors (the "Board") and senior management. The changes follow recent constructive discussions between the Board and certain of the Company's shareholders, led by Marin Katusa.
Justin Cochrane and Maurice Swan have resigned as directors of the Company. Continuing as directors are Candace MacGibbon, Alice Schroeder and Jeanne Usonis.
Christian Milau, Marcel de Groot and Olivier Garret have joined the Board of Carbon Streaming. Mr. Milau has also been appointed interim Chief Executive Officer ("CEO") of the Company. Mr. Garret has been appointed as Chair of the Board. Mr. Garret will Chair all committees of the Board other than the Audit Committee and Compensation Committee. Mr. de Groot has been appointed as Chair of the Audit Committee, and Ms. Schroeder will continue as Chair of the Compensation Committee. Bios for the new Board members appear at the end of this release.
Before Messrs. Milau, de Groot, and Garret joined the Board, Carbon Streaming agreed to acquire Blue Dot Carbon Corp. ("Blue Dot"), a private company led by Mr. Milau, for a total purchase price of US$2.5 million, to be paid in common shares of Carbon Streaming ("Shares"). Mr. de Groot is a member of the board of directors of Blue Dot.
The number of Shares to be issued as consideration to Blue Dot shareholders will be settled 30 days after this announcement, using a 30-day VWAP to calculate the number of Shares, with a maximum consideration price of CAD $0.75 per Share. Closing of this transaction is expected in July 2024, and is subject to any customary stock exchange or regulatory approvals. The acquisition of Blue Dot was approved by the Board upon the unanimous recommendation of the Special Independent Committee of the Board, of which Ms. MacGibbon and Ms. Schroeder are members. Mr. Katusa facilitated the negotiation between Carbon Streaming and Blue Dot. Mr. Katusa is not a shareholder of Blue Dot, and no fees, in cash or in-kind, were paid in connection with this transaction.
Blue Dot has an equity investment in a carbon project developer and certain option rights to invest in future removals (reforestation) projects of its partners. Blue Dot and its founders also have long-standing relationships with a number of Carbon Streaming shareholders, as well as carbon investors and major corporations investing in the carbon markets.
Christian Milau, interim CEO of the Company said: "I am pleased to be joining Carbon Streaming and welcome Olivier and Marcel, who are also strong advocates for the impact Carbon Streaming and the sector can make on carbon emissions and the transition towards a lower carbon emission future. We are all investors in the carbon finance sector, think like owner-managers and have a focus on capital allocation and management while the sector recovers from a challenging few years. We want to thank shareholders for their support during the dramatic pull-back in the carbon markets and Carbon Streaming's share price in recent years. It hasn't been an easy ride. I look forward to working with the Carbon Streaming team, local stakeholders, partners and shareholders to recover and enhance the value in the assets, move the Company towards positive operating cash flows and execute on the project pipeline. I have hands-on experience evaluating, financing and executing on small to large projects in many remote regions of the world. In support of this strategy to assist with improving cash flows and support the recovery of the share price, I commend the Board in agreeing to receive its fees in options with no cash fees to be paid. We will also conduct a search for a permanent CEO for the Company with a preferred focus on experience in carbon and growth companies, with multiple stakeholder groups and strong corporate governance."
Mr. Cochrane will continue as President of Carbon Streaming, reporting to Mr. Milau. Conor Kearns will continue as Chief Financial Officer of the Company. As part of the transition agreed to between the Company and certain of Carbon Streaming's shareholders, Mr. Cochrane and Mr. Kearns have amended their employment arrangements with Carbon ...