CarbonTech Capital Corp. (TSXV:CT.P) entered into an agreement to acquire Happi Ventures Inc. for CAD 2 million on March 6, 2023. Upon completion of the Transaction, Happi Builds will become a wholly-owned subsidiary of CT and the Resulting Issuer will continue with the business of Happi Builds.

Former shareholders of Happi Builds will hold approximately 44.6% and the existing shareholders of CT will hold approximately 55.4% of the issued and outstanding shares of the Resulting Issuer (before taking into account the CT financing or exercise of any options of CT). Under the terms of the Agreement, CT will issue to the shareholders of Happi Builds at closing of the Transaction a total of 13,933,332 common shares in the capital of CT at a deemed price of CAD 0.15 per share. The closing of the Transaction is subject to a number of conditions, including: (i) CT and Happi Builds successfully completing a financing; (ii) the Resulting Issuer satisfying the Exchange's initial listing requirements; (iii) Exchange approval; (iv) employment of Matthew Soloway as Chief Executive Officer on closing of the Transaction; and (v) no material adverse change occurring in CT or Happi Builds.

Pursuant to the terms of the Agreement, CT will seek to advance an unsecured loan of CAD 25,000 and a secured loan in the amount of CAD 225,000 to Happi Builds, subject to the requirements and conditions of the Exchange Policies, including but not limited to, Exchange acceptance.