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Files Early Warning Report

CALGARY, Alberta, May 11, 2022 (GLOBE NEWSWIRE) — Sandro Torrieri (“Torrieri“) announces that he has acquired 10% convertible unsecured debentures (the “Debentures“) of Carbeeza Inc. (the “Company“) in the aggregate principal amount of $2,000,000 (the “Purchased Debentures“) pursuant to a non-brokered private placement. The Debentures have an interest rate of 10% per annum, compounding annually and payable in arrears, and mature two years from the date of issuance, being May 9, 2024.

The principal amount outstanding under each Debenture is convertible into common shares in the capital of the Company (“Common Shares“) at a conversion price of $0.40 per Common Share, at the option of Torrieri prior to May 9, 2024. At the Company’s option and subject to the approval of the TSX Venture Exchange (“TSXV“), any interest as may become due and payable on the outstanding principal amount may be satisfied by the issuance of such number of Common Shares equal to the amount of interest payable divided by the greater of (i) the VWAP for the thirty (30) consecutive Trading Days ending on the fifth Trading Day before such date on the TSXV; and (ii) the Market Price (as defined in TSXV Policy 1.1) on the date that the interest becomes payable.

The Purchased Debentures are convertible into 5,000,000 Common Shares, representing approximately 7.3% of the issued and outstanding Common Shares after giving effect to such conversion (assuming conversion in full of the principal amount of the Purchased Debentures).

Immediately prior to the transaction described in Item 2.2, the owned (i) 10,537,830 Common Shares, and (ii) 1,000,000 options, representing approximately 18.1% of the currently outstanding Common Shares of the Company on a non-diluted basis.

After giving effect to the transaction described in Item 2.2, Torrieri owns a total of 16,537,830 Common Shares and securities convertible or exercisable into Common Shares, comprised of (i) 10,537,830 Common Shares, (ii) 1,000,000 options, and (iii) the Purchased Debentures, which are convertible into 5,000,000 Common Shares, this represents approximately 25.9% of the currently outstanding Common Shares of the Company on a non-diluted basis.

Torrieri acquired ownership of the Purchased Debentures for investment purposes. Depending on the market and other conditions, Torrieri will evaluate his investment in the Company and may increase or decrease his investment by future acquisitions and dispositions of Common Shares or other securities at his discretion, as circumstances warrant.

This press release is being issued pursuant to the requirements of Part 3 of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the Early Warning Report filed by Torrieri will be available under the Company’s profile on SEDAR at www.sedar.com.

The TSX Venture Exchange have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release.

CONTACT INFORMATION:

Sandro Torrieri
620, 10180 – 101 Street
Edmonton, AB T5J 3S4
Telephone: 1-855-216-8802

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