Karbon-X Corp 8-K, filed Oct 30, 2024

Karbon-X Corp. (KARX)

8-K 2024-10-30 For: 2024-10-25

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Added on April 06, 2026

About this 8-K

Karbon-X Corp filed this 8-K on October 30, 2024, reporting on events of October 25, 2024.

Items reported

Item 1.01: Entered into a material agreement
Item 9.01: Financial statements and exhibits

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510 5 Street SW, Suite 910, Calgary, AB, Canada		T2P 3S2
(Address of Principal Executive Offices)		(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit No.		Description
10.1		Advertising & Promotional Agreement by and between Oilers Entertainment Group Canada Corp and Karbon-X Project, Inc. dated as of October 25, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

	Karbon-X Corp. (Registrant)

Dated: October 29, 2024	By:	/s/ Chad Clovis
		Chief Executive Officer

Invoice Date	Payment Amt		Due Date	Payment Amt		Due Date	Payment Amt
September 1, 2024	$	750,000.00	September 1, 2025	$	1,543,455.00	September 1, 2026	$	1,589,758.65
December 1, 2024	$	750,000.00	December 1, 2025	$	1,543,455.00	December 1, 2026	$	1,589,758.65
January 1, 2025	$	750,000.00
March 1, 2025	$	747,000.00
24/25 Subtotal:	$	2,997,000.00	25/26 Subtotal:	$	3,086,910.00	26/27 Subtotal:	$	3,179,517.30

	(a)	In the event of a relevant change to, or interpretation of, the NHL Rules; or
	(b)	If OEG or NHL determines, each in their sole discretion, that the Advertiser (including any of its officers, principals or affiliates) and/or the Advertiser exercising the Advertising Position, has had, is having or is likely to have, an adverse effect on the reputation or goodwill of OEG or the NHL, or bring any into disrepute.

AGREED TO BY OEG:			AGREED TO BY THE ADVERTISER:

Signature:			Signature:
Name:			Name:
Title:			Title:

	(a)	“Advertisements” means all advertisements, decals, scripts, recordings and any other artwork provided by the Advertiser;
	(b)	“Advertiser’s Marks” means the Advertiser’s corporate name, trade names, trademarks, logos, official designation or other intellectual property of the Advertiser;
	(c)	“Arena” means the interior of the sport and entertainment facility located at 10220 104 Avenue NW, in Edmonton, Alberta currently known as Rogers Place, attached as Schedule “A”, and for clarity does not include the exterior of the Arena, Block K, the Community Arena, the LRT, the Pedway, the Plaza or the Wintergarden;
	(d)	“Block K” means the interior and exterior of the office block adjacent to the east side of the Arena, its parkade and loading dock areas;
	(e)	“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in the City of Edmonton are open for business;
	(f)	“CHL” means the Canadian Hockey League;
	(g)	“Community Arena” means the interior and exterior of the City of Edmonton community arena adjacent to the east side of the Arena;
	(h)	“EMJHC” means Edmonton Major Junior Hockey Corporation, owner of the Oil Kings;
	(i)	“EOHC” means Edmonton Oilers Hockey Corp., owner of the Oilers;
	(j)	“Event(s)” means publicly ticketed events, other than Oilers Home Games and Oil Kings Home Games, which take place in the Arena and excludes non-public events such as, but not limited to, meetings, graduations, filmings or tapings of commercials, movies or television programs (unless occurring at an otherwise public event), and religious gatherings held in the Arena;
	(k)	“NHL” means the National Hockey League;
	(l)	“NHL Entities” means the NHL, NHL Enterprises, L.P., NHL Enterprises Canada, L.P., NHL Enterprises B.V., and NHL Interactive CyberEnterprises, LLC;
	(m)	“NHL League Sponsor” means any person or entity that currently is, or at any time becomes, a sponsor or promotional licensee of or with respect to any NHL event or program now or hereafter in existence;
	(n)	“NHL Requirement” means if, and to the extent any provision of this Agreement becomes inconsistent with any future provisions of Section 5.2 and the NHL requires that this Agreement be amended so as to remove any such inconsistency;
	(o)	“NHL Rules” means the NHL Constitution, By-laws and all other rules, regulations, resolutions, interpretations, procedures, and policies of the NHL or its Board of Governors, all as the same may now exist or hereafter be amended or enacted or as they may be interpreted by the Commissioner;
	(p)	“Oil Kings” means the Edmonton Oil Kings WHL hockey team;
	(q)	“Oil Kings Home Game(s)” means only the pre-season (if any) and regular season hockey games played by the Oil Kings in the Arena, during the Term;
	(r)	“Oil Kings Defined Territory” means, as defined in the WHL and CHL Rules, the City of Edmonton and the area within a 100 kilometer radius from the corporate limits of the City of Edmonton, excluding the area where the Red Deer Rebels’ defined territory overlaps;
	(s)	“Oil Kings Playoff Home Game(s)” means all Oil Kings WHL playoff home games played in the Arena;
	(t)	“Oilers” means the Edmonton Oilers professional NHL hockey team;
	(u)	“Oilers Home Game(s)” means only the pre-season (if any) and regular season hockey games played by the Oilers in the Arena, during the Term;
	(v)	“Oilers Home Territory” means, as defined in the NHL Rules, the City of Edmonton and the area within a 120 kilometer radius from the corporate limits of the City of Edmonton;
	(w)	“Oilers Playoff Home Game(s)” means all Oilers playoff home games played in the Arena;
	(x)	“Pedway” means the corridor and walkway including any elevators, escalators and stairs required to move pedestrians that connects the LRT station to the Wintergarden and to the 104 Avenue street level entrance;
	(y)	“Plaza” means the public plaza located immediately south of the Wintergarden and Arena;
	(z)	“Primary Away Jerseys” means the Oilers main away jersey worn for Oilers away games, which is currently the white jersey, and does not include Oilers away games where the Oilers are wearing specialty or third jerseys;

	(aa)	“Promoter” means the producers, promoters or sanctioning bodies of Events, which might include OEG or any of its parents, subsidiaries or affiliates, or the City of Edmonton;
	(bb)	“WHL” means the Western Hockey League;
	(cc)	“WHL or CHL League Sponsor” means any person or entity that currently is, or at any time becomes, a sponsor or promotional licensee of or with respect to any WHL or CHL event or program now or hereafter in existence;
	(dd)	“WHL and CHL Rules” means the WHL and CHL Constitution, By-laws and all other rules, regulations, resolutions, interpretations, procedures, and policies of the WHL, the CHL or their Board of Governors as they presently exist and as they may be amended from time to time;
	(ee)	“WHL or CHL Requirement” means if, and to the extent any provision of this Agreement becomes inconsistent with any future provisions of Section 5.4 and the WHL or CHL requires that this Agreement be amended so as to remove any such inconsistency;
	(ff)	“Wintergarden” means the enclosed bridge structure spanning 104 Avenue and connecting to the Arena; and
	(gg)	“Year” means each period from July 1 and ending the following June 30 during the Term.

	(a)	The Advertiser shall deliver to OEG, upon receipt of reasonable advance notice from OEG, all Advertisements on the date and in the form required by OEG to fulfill OEG’s obligations under this Agreement.
	(b)	All Advertisements provided by the Advertiser must be ready for publication or broadcast and not require further preparation by OEG. The Advertiser represents and warrants that it has obtained all necessary consents and releases for all images and intellectual property to be used in connection with its Advertisements during the Term.
	(c)	Unless otherwise stated in this Agreement, all costs and expenses associated with the production, copy, construction and delivery of any and all Advertisements, and all rules, gifts and prizes outlined in the Promotional Rights, and any changes thereto shall be the responsibility of the Advertiser.
	(d)	The Advertiser is liable for all costs and expenses incurred by OEG for the Advertiser’s failure to deliver the Advertiser’s elements of its Promotional Rights as instructed by OEG.

	(a)	Subject matter, form, size, wording, illustration and typography of any Advertisements will be subject to the approval of OEG. The Advertiser, and the content and presentation of Advertisements shall be subject to the approval of OEG, the WHL and the CHL, and the NHL, any of whom may, in their sole and absolute discretion, reject the proposed Advertisement for any reason whatsoever.
	(b)	If any Advertisement is rejected, the Advertiser may submit a suitable substitute Advertisement subject to the terms and conditions of this Agreement. If the Advertiser does not provide a suitable substitute or if there is no time to obtain a suitable substitute from the Advertiser, OEG shall not be responsible in any way and the Advertiser will not be entitled to any refund of the Fee.
	(c)	Subject to the terms and conditions of this Agreement and at the Advertiser’s sole cost and expense, the Advertiser may change the content of its Advertisements in accordance with OEG’s policy for changes in effect from time to time.

	(a)	Unless otherwise specified herein, the position of any Advertisement, in any form, is in the absolute discretion of OEG.
	(b)	Unless otherwise specified herein, all installations of signage or any changes thereto shall be performed by OEG and charged to the Advertiser on a cost recovery basis.
	(c)	If the Advertiser is expressly granted the right to erect temporary displays, signage or other advertising in the Arena under the Promotional Rights, the Advertiser shall be obligated to pay for all upkeep, maintenance and, if necessary, refurbishment of those temporary displays, signage or other advertising during the Term so as to keep such in a professional and presentable condition. The Advertiser shall be responsible for all costs for removal of any and all temporary displays, signage or other advertising in the Arena, except as contemplated in Section 2.4.

	(a)	The NHL Rules;
	(b)	Any agreement between or among the NHL, its affiliates, NHL member clubs and/or other persons, including any Collective Bargaining Agreement between the NHL and/or its member clubs and/or other parties, in furtherance of NHL business or interests or as otherwise authorized directly or indirectly by the Board of Governors, the NHL Commissioner or the NHL Constitution or By-laws, all as the same may now exist or hereafter be amended or enacted or as they may be interpreted by the Commissioner;
	(c)	Any national network agreements, corporate marketing, licensing, sponsorship or similar agreements between the NHL (or NHL affiliate) and third parties, all as the same may now exist or hereafter be amended or enacted or as they may be interpreted by the Commissioner; and
	(d)	All federal and provincial regulations, policies, laws and rules including all CRTC broadcast regulations and policies, as amended from time to time.

	(a)	The WHL and CHL Rules;
	(b)	Any agreement between or among the WHL or CHL, their affiliates, WHL or other CHL member clubs and/or other persons in furtherance of WHL or CHL business or interests or as otherwise authorized directly or indirectly by the Board of Governors, the WHL or CHL Commissioner or the WHL or CHL Constitution or By-laws, all as the same may now exist or hereafter be amended or enacted or as they may be interpreted by the Commissioner;
	(c)	Any national network agreements, corporate marketing, licensing, sponsorship or similar agreements between the WHL or CHL (or affiliate) and third parties, all as the same may now exist or hereafter be amended or enacted or as they may be interpreted by the Commissioner; and
	(d)	All federal and provincial regulations, policies, laws and rules including all CRTC broadcast regulations and policies, as amended from time to time.

	(a)	Accident, fire, flood, explosion or act of God;
	(b)	Epidemic or pandemic including but not limited to COVID-19 and any subsequent epidemic or pandemic that may follow this strain of COVID-19;
	(c)	Hostile or warlike action in time of peace or war;
	(d)	Insurrection, rebellion, revolution, civil war, acts of terrorism, sabotage, civil disobedience, usurped power, or action taken by governmental authority in hindering, combating or defending against such occurrence;
	(e)	Strikes, slowdowns, lockouts or other labour or employee interruptions or disturbances, whether involving employees of that Party or of any other person over which that Party has no reasonable control; or
	(f)	Acts, regulations, directives or recommendations of governmental authority of competent jurisdiction;

	(a)	Non-Payment. If the Advertiser fails to make a payment of any amount payable hereunder when due and such default continues for 7 days after written notice thereof is given by OEG to the Advertiser.
	(b)	Material Breach. If the Advertiser commits a material breach of or defaults in the performance or observance of any of the covenants, agreements, provisions and conditions contained herein (other than a default in the payment of money) and, in the case of a default that is, by its nature, curable, such default continues for 30 days after written notice thereof is given by OEG to the Advertiser.
	(c)	Insolvency & Bankruptcy. If the Advertiser makes an assignment for the benefit of creditors or becomes bankrupt or makes an application for relief under the provisions of any statute then in effect concerning bankrupt or insolvent debtors or any action whatsoever, legislative or otherwise be taken to effect the winding up, dissolution, suspension of operations or liquidation of the Advertiser.

	(a)	Either Party the agent of the other, or create a partnership, joint venture or similar relationship between the Parties, and neither Party shall have the power to obligate or bind the other Party in contract, in tort or otherwise howsoever except as provided in this Agreement; or
	(b)	An endorsement by OEG of the Advertiser or its business and the Advertiser shall not represent otherwise to any third party or to the general public.