Disclosures
Last updated October 27, 2026. These disclosures are for the Wildwood Initial Allocation, and project status updates are still in progress. The current version is published at theauscarbon.com/wildwoodallocation/legal and is updated when the document status changes. It controls this copy. Read it with the Legal page of theauscarbon.com. The Legal page, including its limitation of liability, applies to the Allocation page and to these disclosures.
Status at the date above
| Item | Where it stands | What is not known |
|---|---|---|
| Validation and verification | Carbon Check, an ISO 14065 accredited validation and verification body and a UNFCCC Article 6.4 designated operational entity, validated the project and verified its first monitoring period in 2026 at a reasonable level of assurance. Following the International Carbon Registry’s review report of September 7, 2026 and the project’s resubmission, the project is under re-validation and re-verification. | The outcome of the re-validation and re-verification. Verified quantities may change. Figures published before the resubmission should not be fully relied on at this stage. |
| Registry | The project is submitted to the International Carbon Registry as Project 458. Its public project page shows the project as under development. | Whether and when the registry lists and registers the project, and the terms of any ex-ante issuance. No credit is issued before registration. Registration and issuance depend on the outcome of ICR’s review. Under ICR’s rules, ex-ante credits cannot be retired or used for offsetting until they are verified and converted to ex-post credits, and, unless insured, carry a non-performance adjustment of 2 to 10% of issued ex-ante credits. Ex-ante volumes shown by Theaus Global are before that adjustment. |
| Rating | BeZero Carbon has been engaged for an independent ex-ante rating. Under ICR’s Process Requirements, a project rating is required for registration, issuance and conversion, and ICR applies risk assessment where its requirements call for it. | The rating outcome. Nothing published by Theaus Global forecasts it. Letters of intent in the Allocation are conditional on the final BeZero rating of being investment-grade (BBB or above). |
| Agreements with the Participating Nations | The Indigenous Stewardship Framework is signed by Theaus Global, Surmont Energy (as consenting party) and the seven Participating Nations as a framework agreement, non-binding except for its confidentiality, good faith, governing law and costs provisions. It provides for definitive agreements that will give each Nation a direct right to enforce the non-extraction commitment and that will be binding before first issuance. | The definitive agreements have not been finalized. Theaus Global does not intend to issue before the definitive agreements are signed. Until then the Indigenous Stewardship Framework is not binding in those respects. |
| Government and regulators | The Wildwood development holds its Crown oil sands leases, scheme approval and environmental approval. The leases are held in non-producing status. On August 6, 2026 the Minister issued a notice under section 13 of the Oil Sands Tenure Regulation, 2020 requiring production on the leases by August 6, 2028. Notices of this kind have been issued on the leases before and superseded while rental continued to be paid. No cancellation proceeding has been started. | No government, regulator or registry has endorsed, approved or sponsored the program, the pathway or the Allocation. Theaus Global does not act for the Government of Alberta or the Government of Canada. Whether the Crown will enforce the section 13 notice by cancelling the leases is unknown, however Theaus Global and Surmont intend to engage with the Province and the Participating Nations on the notice. |
| Compliance programs | The credits are voluntary carbon market credits. | They are not registered or approved under Alberta’s Technology Innovation and Emissions Reduction (TIER) Regulation or any other compliance program, and no authorization or corresponding adjustment under Article 6 of the Paris Agreement is claimed. |
| Ownership of the resource developer | Theaus Corp., the parent of Theaus Global, is the largest shareholder of Surmont’s voting shares and an option over further Surmont shares that vests on payments to Surmont under the CCMA. Surmont receives a share of credit sales revenue under the CCMA. William Cooper is Chairman of Theaus Corp. and a director of Surmont. An Indigenous-owned company is the second largest shareholder. | Any transferee of the covenanted shares must adhere to the shareholder covenant, according to which the majority-shareholders of Surmont have agreed that they will not vote on any decision that would lead to Surmont extracting oil from the lands covered by the leases. |
1. What the credits are
Each credit represents one tonne of carbon dioxide equivalent of avoided emissions from a fully permitted Alberta oil sands development that is held in the ground under a non-extraction commitment. Sequestered oil is an avoided-emissions credit, not a removal. The credits are voluntary carbon market instruments. They are offered for buyers to use toward their own climate commitments and Theaus Global does not offer them as securities or derivatives. The Legal page sets out how the credits are characterized in Canada and the United States. Buyers are responsible for determining how the credits may be used or claimed under the laws and standards that apply to them. Some standards and claim frameworks restrict or exclude avoided-emissions credits. Theaus Global does not represent that the credits support any particular claim.
2. Treaties and Indigenous rights
The Province of Alberta, as Crown owner of the petroleum resource and the underlying lands, holds mineral title under applicable law. Traditional and cultural practices of the Participating Nations within the Program Lands, including hunting, ceremony and cultural practice, are Aboriginal and, where applicable, Treaty 8 rights of the Nations, governed by section 35 of the Constitution Act, 1982, the Crown’s duty to consult and applicable legislation. Theaus Global has no authority to grant, protect or guarantee those rights, and has covenanted not to take actions inconsistent with them. Nothing in the Wildwood Carbon Program, the Indigenous Stewardship Framework or the Allocation changes those rights or any obligation of the Crown.
Under the Indigenous Stewardship Framework, the Participating Nations will take part in the project through an Indigenous Participation Pool, to be owned by them in equal shares and governed through an IPP Council and formed under the definitive agreements, and will serve as ongoing stewards of the Program Lands. The Framework allocates 14% of program revenue to the Pool. Once Theaus Global has recovered US$25 million of initial investment, the Pool’s allocation rises to 23% and Indigenous participation reaches 30%. These allocations are to be made binding in the definitive agreements. Nothing on the Allocation page is a statement on behalf of any Nation.
3. Quantification and leakage
Avoided emissions are quantified from the permitted development plan and an independent economic evaluation of the baseline, net of a 57% market leakage deduction and the registry’s non-permanence contribution (a minimum of 2%; ICR sets the actual contribution of 2 to 10% from its risk assessment), at about 3.6 barrels of oil kept in the ground per credit. Performance is checked against the Alberta Energy Regulator’s public production data. The quantification is subject to the re-validation and re-verification described above and to the registry’s determination.
4. Permanence
The non-extraction commitments run for not less than one hundred years under a Carbon Credit Monetization Agreement between Surmont and Theaus Global, a covenant by Surmont’s majority shareholders and a resolution of Surmont’s board, each of which permits development only if extraction, refining and end use meet a zero emissions standard. Before first issuance, the CCMA and the covenant can be amended by their parties, the resolution can be changed by Surmont’s board, and the CCMA can be terminated in the cases it sets out, including if credit sales under it do not reach US$25 million by December 31, 2028. The definitive agreements are intended to give the Participating Nations a direct right to enforce the commitments from first issuance and to restrict changes after it. A financial guarantee and a funded assurance account will support the commitments under the definitive agreements. Arrangements for replacing credits if a reversal occurs are being worked through and will be stated in the Allocation terms.
5. The Allocation
- Nothing on the Allocation page or in the Allocation materials is an offer or solicitation in any jurisdiction. Credits are transferred only under definitive, signed agreements and where legally permitted.
- Requests for consideration and indications of interest are non-binding. A letter of intent binds only as written and is conditional on the final BeZero rating.
- Dates are targets and may change. The minimum allocation and any waiver may change. Allocations scale pro rata if fewer credits are issued than submitted for issuance.
- No price is published. Pricing is discussed with each participant on the same basis. Nothing said on a call is a commitment to issue, sell or deliver.
- Every sale before issuance is a forward, pre-purchase or offtake. Issued credits are recorded on the International Carbon Registry. A buyer may hold credits in its own registry account, in custody with The Northern Trust Company through the Northern Trust Carbon Ecosystem, or under other arrangements set out in the definitive agreements. Northern Trust custody is subject to Northern Trust’s terms, which limit onward transfer. The buyer’s rights against Theaus Global are set by the definitive agreement, not by any registry or custody record.
- Unless the definitive agreement provides security, a buyer who pays before delivery takes the credit risk of Theaus Global.
- The Allocation is open to businesses and institutions only, subject to identity, sanctions and anti-money-laundering checks. Theaus Global may decline any request. Information provided is handled under the Privacy page of theauscarbon.com.
6. Independent organizations
Carbon Check, the International Carbon Registry, BeZero Carbon and The Northern Trust Company each act in their own independent capacity. Naming them does not imply their endorsement of the program, the Allocation or Theaus Global, and no name or logo appears without permission.
7. Insurance
Theaus Carbon Inc., the parent of Theaus Global, has received a comfort letter from an insurance broker, stating that insurance solutions relevant to carbon credit projects exist in the current market. The letter is not a commitment to bind coverage, a quotation for any policy or a policy of insurance. Under its terms, the availability, terms, conditions and pricing of any coverage are subject to underwriter review of project-specific information, market conditions at the time of placement and the insurer’s requirements being met.
As of today, no insurance policy covers the credits, the project or any transaction in the Allocation. No assurance can be given as to the availability of insurance, the scope of any coverage, the acceptability of its terms, or whether any coverage obtained will respond to a particular loss. Any coverage will be governed by the terms of its policy, including its limits, exclusions and conditions. Insurance is not part of the reversal arrangements described in section 4 unless the Allocation terms say so. Any risk assessment ICR carries out is a risk assessment, not insurance.
8. Forward-looking statements
Statements about timing, registration, ratings, agreements, issuance, volumes, revenue sharing and transition investment are forward-looking. They reflect current plans and may change without notice. The main assumptions are the outcome of re-validation and re-verification, registration, the BeZero Carbon rating, the signing of the definitive agreements, the Crown not cancelling the leases, and the market leakage parameter. Theaus Global makes no assurance or guarantee except as set out in definitive, signed agreements. The Allocation page and these disclosures are general information, not investment, legal, tax or accounting advice. They are not for use in connection with any offering of securities of Theaus Carbon Inc. or any of its subsidiaries.
9. Parties
The Province of Alberta owns the mineral resource. Surmont Energy Ltd. holds the Crown oil sands leases, the regulatory approvals and the right to extract, and is the resource developer. Theaus Global Inc. is the project proponent and holds the exclusive right to develop, register and sell the carbon assets under the Carbon Credit Monetization Agreement as amended, subject to its termination provisions. Questions: partners@theausglobal.com.
© 2026 Theaus Carbon and its affiliates; Theaus Global Inc. is a subsidiary of Theaus Carbon Inc. Governed by the laws of Alberta and the federal laws of Canada applicable there, unless definitive agreements provide otherwise.