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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/23 Beaty Ross J SC 13G 1:58K Carbon Streaming Corp. Paul Weiss Ri… LLP 01/FA Ross Beaty Sitka Foundation |
Document/Exhibit Description Pages Size
1: SC 13G Statement of Acquisition of Beneficial Ownership HTML 57K
by a "Passive" Investor
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended | ||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Carbon Streaming Corporation |
| (Name of Issuer) |
Common Shares without par value |
| (Title of Class of Securities) |
014116K404 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
| ☐ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
C:
| C: |
| CUSIP No. 014116K404 | SCHEDULE 13G | Page 2 of 7 |
| 1 |
NAME OF REPORTING PERSON
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,792,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,792,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,792,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.79%(1) |
|
| 12 |
TYPE OF REPORTING PERSON
IN |
(1) Based on 48,230,000 shares outstanding, calculated as follows: (i) 46,830,000 common shares outstanding as of January 24, 2023, as reported by TMX, plus (ii) 1,400,000 common shares issuable on the conversion of warrants held by The Sitka Foundation.
C:
| CUSIP No. 014116K404 | SCHEDULE 13G | Page 3 of 7 |
| 1 |
NAME OF REPORTING PERSON
The Sitka Foundation |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,792,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,792,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,792,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.79%(1) |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
(1) Based on 48,230,000 shares outstanding, calculated as follows: (i) 46,830,000 common shares outstanding as of January 24, 2023, as reported by TMX, plus (ii) 1,400,000 common shares issuable on the conversion of warrants held by The Sitka Foundation.
C:
| CUSIP No. 014116K404 | SCHEDULE 13G | Page 4 of 7 |
| Item 1. | (a) | Name of Issuer: |
Carbon Streaming Corporation | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
4 King Street West, Suite 401, Toronto, Ontario, M5H 1B6 Canada | ||
| Item 2. | (a) | Name of Person Filing: |
| The Sitka Foundation | ||
| (b) | Address of Principal Business Office, or if none, Residence: | |
1550 – 625 Howe Street, Vancouver, BC, V6C 2T6 | ||
| (c) | Citizenship: | |
Ross Beaty: Canada | ||
| The Sitka Foundation: British Columbia | ||
| (d) |
Title of Class of Securities: | |
Common Shares | ||
| (e) | CUSIP Number: | |
014116K404 | ||
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | |
| Not applicable. | ||
| Item 4. |
Ownership. | |
|
Ross Beaty controls the investment decisions of The Sitka Foundation. By virtue of the foregoing, Ross Beaty may be deemed to share voting power and the power to direct the disposition of the shares that The Sika Foundation owns of record. Ross Beaty disclaims ownership of the common shares reported herein. | ||
| (a) | Amount beneficially owned: | ||
| The information set forth in row 9 of the cover page is incorporated herein by reference. | |||
| (b) | Percent of class: | ||
| The information set forth in row 11 of the cover page is incorporated herein by reference. | |||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| The information set forth in row 5 of the cover page is incorporated herein by reference. | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| The information set forth in row 6 of the cover page is incorporated herein by reference. | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| The information set forth in row 7 of the cover page is incorporated herein by reference. | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| The information set forth in row 8 of the cover page is incorporated herein by reference. | |||
C:
| CUSIP No. 014116K404 | SCHEDULE 13G | Page 5 of 7 |
| Item 5. | Ownership of Five Percent or Less of a Class. | ||
Not applicable. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
| Not Applicable. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | ||
| Not Applicable. | |||
| Item 8. | Identification and Classification of Members of the Group. | ||
| Not Applicable. | |||
| Item 9. | Notice of Dissolution of Group. | ||
| Not Applicable. | |||
| Item 10. | Certification. | ||
|
Not Applicable. | |||
C:
| CUSIP No. 014116K404 | SCHEDULE 13G | Page 6 of 7 |
Exhibit Index
| Exhibit 1 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
C:
| CUSIP No. 014116K404 | SCHEDULE 13G | Page 7 of 7 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
| /s/ Ross Beaty | |||
| Ross Beaty | |||
| THE SITKA FOUNDATION | |||
| By: | /s/ Ross Beaty | ||
| Name: Ross Beaty | |||
| Title: President | |||
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2023
| /s/ Ross Beaty | |||
| Ross Beaty | |||
| THE SITKA FOUNDATION | |||
| By: | /s/ Ross Beaty | ||
| Name: Ross Beaty | |||
| Title: President | |||
C:
| This ‘SC 13G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/14/23 | None on these Dates | ||
| 1/24/23 | ||||
| 12/31/22 | ||||
| List all Filings | ||||