Guyana Anti Corruption Network

🥥 THE BITTER HARVEST: A GACN INVESTIGATION IN FOUR PARTS

## PART TWO: THE $30,000 ACQUISITION AND THE CARBON CREDIT PIVOT

**How a Canadian shell company bought a “multi‑million dollar” Guyanese farm for the price of a used car – and turned it into a carbon speculation vehicle.**

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### I. A Mysterious Transaction

On **June 29, 2022**, a Canadian company called **Klimat X Developments Inc.** announced that it had completed a “Change of Business” (COB) transaction. The announcement, carried by major financial news outlets, stated that Klimat X had acquired three assets:

— Approximately **65% of the shares of Pomeroon Trading (Holdings) Ltd. (“PTHL”)** , the Guyanese coconut company that had been celebrated by the Ministry of Agriculture and backed by British MP David Lammy.

— An assignment from **Rewilding Maforki Ltd.** of **51% of the carbon credits and timber revenues** to be generated from its Maforki Project in Sierra Leone.

— An assignment from **Compania Mexicana de Captacion de Carbono** of all rights to develop and market carbon credits under its existing contract with the **Government of the State of Yucatan in Mexico**.

The terms of the transaction were officially “not disclosed.” But behind the corporate jargon, a shocking figure emerges. Multiple financial records list the acquisition price for the majority stake in Pomeroon Trading as **$0.03 million** – just **$30,000**.

**$30,000.**

That is the price at which a company that had announced a **US$8 million (G$1.7 billion) processing facility**, that had claimed to have invested **US$3 million** since its founding, that had planned an **IPO at US$7.50 per share**, and that had attracted a future British Deputy Prime Minister as an adviser and shareholder – was sold.

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### II. The Shell Company Reverse Merger

To understand how this was possible, one must understand what Klimat X was before the acquisition.

Klimat X was formerly known as **Earl Resources Limited**, a shell company listed on the **NEX board** of the TSX Venture Exchange – the “junior” board for companies that have failed to maintain listing requirements. Earl Resources had no substantial operations. It was a corporate shell awaiting a transaction that would give it new life.

The COB transaction was structured as a **reverse merger**. Klimat X acquired operating assets – including Pomeroon Trading – and then applied to have its listing “reactivated” on the main TSX Venture Exchange under the new symbol “KLX”. In other words, a shell company bought a coconut farm for $30,000, rebranded itself as a carbon credit company, and returned to the public markets.

This is a classic financial manoeuvre: acquire assets at a nominal price, package them into a publicly traded shell, and raise capital from unsuspecting investors based on the *appearance* of a going concern.

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### III. The Three Assets: A Carbon Credit Portfolio

The COB announcement made clear that Klimat X’s true business was not agriculture. The company announced that it would now carry on the “business of developing validated and verified carbon credits from afforestation and reforestation of degraded land areas and marine ecosystems, including mangroves, for sale into international voluntary carbon markets”.

The three assets Klimat X acquired were carefully chosen to form a carbon credit portfolio:

**Asset 1: Pomeroon Trading (Guyana)** – The coconut farm, acquired for $30,000, would serve as a “door opener” for larger carbon projects. As Klimat X’s own website states: “Our partnership with Pomeroon – Caribbean Coconuts & Spices will drive sustainability and meaningful impact”.

**Asset 2: Rewilding Maforki (Sierra Leone)** – This became Klimat X’s flagship project. The initial 5,000 hectares of restoration is expected to produce up to **1.9 million tonnes** of validated and verified Verra carbon credits over 30 years. The full project area has the potential to produce over **35 million tonnes** of restoration and conservation carbon credits. In December 2023, Klimat X announced **BP Carbon Trading Limited** as its first funding partner for this project, securing USD 2.5 million to support the planting and development of 5,000 hectares of degraded land in Sierra Leone.

**Asset 3: Yucatan Mangrove Restoration (Mexico)** – This project site covers almost 100,000 hectares of intact and degraded mangrove, with opportunities for up to 40,000 hectares of restoration. It is described by Klimat X’s CEO as a “marquee blue carbon project”.

The coconut farm in Guyana was not an agricultural business. It was an asset in a carbon credit portfolio – a small piece of a larger speculative machine.

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### IV. The Architects of the Pivot

The acquisition brought together a network of individuals deeply embedded in the world of carbon finance.

**Dr. James Tansey** was appointed CEO and a Director of Klimat X on the very day the acquisition closed. His credentials are substantial: a PhD in Environmental Science, he led the **Great Bear Rainforest Project** in British Columbia – a global benchmark for forest carbon projects, protecting 6.4 million hectares of rainforest. He played a crucial role in making the **2010 Vancouver Olympics carbon-neutral** and later worked as a professor at the University of British Columbia’s Sauder School of Business. He founded **Ostrom Climate Solutions**, a carbon project developer, and **Canvas Impact Advisors**, an impact investment advisory firm.

In a September 2023 interview, Tansey explained the business model candidly: *“One example is our coconut water business, which in Guyana can be optimally combined with the protection and reforestation of forests. In this way, we generate additional income streams and positively impact locally by creating jobs, for instance.”* He noted that agricultural projects like the coconut farm could serve as a “door opener” for the core carbon credit business.

**Neil James Passmore** is the most significant figure connecting the failed Guyanese venture to the parent company. He co‑founded Pomeroon Trading in 2017 with Duncan Turnbull. Following the acquisition, he was appointed as a Director of Klimat X and serves as its Director of Corporate Development.

Passmore’s background is in finance and advisory. He is also the CEO of **H&P Advisory Ltd.** and a former Partner and CEO at **Hannam & Partners (Advisory) LLP** – a firm with deep ties to the natural resources sector. He holds an MBA from the University of Oxford.

**Critically, MarketWatch records show that on the day of the acquisition – June 29, 2022 – Neil James Passmore engaged in a transaction with the company at $0.00 per share**.

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### V. The Financial Reality: Revenue of $68,590

Despite the grand promises, Klimat X’s financial situation tells a different story.

As of fiscal year‑end December 2023, the company reported **revenue of just $68,590** and a **net loss of $4.75 million**. Its auditor, **BDO LLP**, issued an unqualified opinion expressing doubt that the company could continue as a going concern. The company’s market capitalization as of late 2023 was approximately €6.1 million.

The company has raised capital through multiple private placements. In October 2023, insiders James Tansey, Neil Passmore, and Kevin Godlington each personally purchased €33,181 worth of company shares. Canvas Impact Advisors – a firm founded by James Tansey – made multiple purchases of company shares throughout 2023.

Yet, as of the date of this report, **no carbon credits have been generated from the Guyana Coconut segment**. The company’s carbon credit generation updates focus entirely on Sierra Leone and Mexico. The Guyana asset – acquired for $30,000 – remains a paper asset, a placeholder on a portfolio.

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### VI. The Six Red Flags: Evidence of a Financial Scheme

The GACN Investigation has uncovered multiple red flags suggesting that the acquisition of Pomeroon Trading may have been a financial hoax – a transaction designed to create the appearance of value where none existed, to facilitate a shell company reverse merger, and to provide a platform for raising capital from unsuspecting investors.

**Red Flag #1: The $30,000 Valuation**
The acquisition of a 65% stake in Pomeroon Trading for just $30,000 is the single most glaring piece of evidence. The company had been publicly promoted as a multi‑million dollar enterprise. It had announced plans for an IPO at US$7.50 per share for new investors. It had attracted a British Deputy Prime Minister as an adviser and shareholder. Yet when the time came to put a price on the business, the market valued it at approximately $46,000 for 100% – roughly the price of a new Toyota Corolla.

**Red Flag #2: The Shell Company Reverse Merger**
Klimat X was formerly Earl Resources Limited, a shell company listed on the NEX board – the “junior” board for companies that had failed to maintain listing requirements. The acquisition of Pomeroon Trading, Rewilding Maforki’s carbon credit rights, and the Mexican mangrove contract was structured as a “Change of Business” transaction that allowed the shell to “reactivate” its listing on the main TSXV board under the symbol “KLX”. This is a classic reverse merger: a shell company acquires operating assets to create the appearance of a going concern, then raises capital from public markets.

**Red Flag #3: The Circular Transaction**
Neil Passmore was a founder of Pomeroon Trading. As a director of Klimat X (now Carbon Done Right), he approved the acquisition of the company he co‑founded. This is a classic conflict of interest. MarketWatch records show that on June 29, 2022 – the day of the acquisition – Neil James Passmore engaged in a transaction with the company at $0.00 per share.

**Red Flag #4: The Carbon Credit Mirage**
The entire business model of Klimat X rests on the future sale of carbon credits that have not yet been generated. The company’s Sierra Leone project has been submitted for validation under Verra’s protocol, but actual carbon credit issuance is still in progress. The Guyana Coconut segment – the very asset acquired for $30,000 – has never been shown to generate any carbon credits whatsoever. The company’s own promotional material describes the Guyana project as a “partnership with Pomeroon – Caribbean Coconuts & Spices” that will “drive sustainability and meaningful impact” – but there is no evidence of any registered or verified carbon credits from this project.

**Red Flag #5: Insider Buying Patterns**
In October 2023, just over a year after the acquisition, insiders James Tansey, Neil Passmore, and Kevin Godlington each personally purchased €33,181 worth of company shares. Canvas Impact Advisors – a firm founded by James Tansey – made multiple purchases of company shares throughout 2023. These purchases, while not inherently improper, raise questions about whether insiders were seeking to prop up the share price or signal confidence to the market.

**Red Flag #6: The Missing SEC Filings**
As a TSX Venture Exchange‑listed company, Klimat X is required to file disclosure documents with Canadian securities regulators. The GACN Investigation notes that the company’s own press release announcing the acquisition merely stated that the terms were “not disclosed.” Detailed SEDAR filings that would provide a transparent accounting of the Pomeroon Trading acquisition, including any valuation analysis, due diligence reports, or independent fairness opinions, are not publicly available.

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### VII. What Happened to the $30,000?

The $30,000 acquisition price raises an uncomfortable question: where did that money go?

If Pomeroon Trading had truly invested US$3 million in Guyana, if it had planted 35,000 seed nuts across 400 acres, if it had built infrastructure and employed local workers – then its assets alone should have been worth far more than $30,000. The fact that the company was sold for such a nominal sum suggests one of three possibilities:

1. The company’s claimed investments were wildly exaggerated.
2. The company was already insolvent, and the $30,000 represented a fire sale to salvage whatever value remained.
3. The $30,000 figure is a fiction – a placeholder hiding a more complex transfer of value that was not disclosed to regulators or the public.

The GACN Investigation has not been able to determine which of these possibilities is true. What is clear is that the Government of Guyana – which had welcomed Pomeroon Trading with open arms – has never asked these questions publicly.

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### VIII. The Rebrand: From Klimat X to Carbon Done Right

In March 2024, Klimat X rebranded to **Carbon Done Right Developments Inc.** , aligning its business vision with “new AI technologies and simplified strategic rainforest planting focus and radical transparency.” The company also announced its intention to acquire the **London Carbon Exchange** for $450,000 in shares and to dual‑list on London’s AIM market.

But the rebrand cannot hide the origins of the company. As of the date of this report, the company’s segments continue to include “Guyana Coconut and Mixed Agriculture”. The asset acquired for $30,000 – the Stoll Estate, once a flourishing coconut plantation, now allegedly ruined – remains on the books as a carbon credit project.

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### IX. The Question That Remains

The $30,000 acquisition of Pomeroon Trading raises a fundamental question for the Government of Guyana:

**How did a company that you embraced as a legitimate agricultural investor, that you featured in press releases, that you complimented for its investment, end up being sold for $30,000 to a Canadian carbon credit speculator – without any public statement, any investigation, or any accountability?**

In Part Three of this series, the GACN Investigation will examine the collapse of Pomeroon Trading on the ground – the ruined estate, the 91‑year‑old landowner fighting for justice, and the British Deputy Prime Minister who allegedly abandoned her.

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*This is Part Two of a four‑part investigative series by the Guyana Anti‑Corruption Network (GACN). Part Three examines the collapse of Pomeroon Trading, the legal battle with Zena Stoll, and David Lammy’s alleged abandonment.*

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### References for Part Two

**Reference 1**
Klimat X Developments Inc. (2022, June 29). Klimat X Developments Inc. (Formerly Earl Resources Limited) Closes Change of Business Transaction. Yahoo Finance. Retrieved from https://finance.yahoo.com/news/klimat-x-developments-inc-formerly-192800422.html

**Reference 2**
Klimat X Developments Inc. (2022, June 28). KLIMAT X DEVELOPMENTS INC. (FORMERLY EARL RESOURCES LIMITED) CLOSES CHANGE OF BUSINESS TRANSACTION. Klimat X. Retrieved from https://www.klimatx.com/post/klimat-x-developments-inc-formerly-earl-resources-limited-closes-change-of-business-transaction

**Reference 3**
MarketWatch. (n.d.). KLX | Klimat X Developments Inc. Profile. Retrieved from https://www.marketwatch.com/investing/stock/klx/company-profile

**Reference 4**
Klimat X. (n.d.). About. Retrieved from https://www.klimatx.com/about

**Reference 5**
Klimat X. (2024, January 8). KLIMAT X ANNOUNCES RECEIPT OF THIRD DISBURSEMENT OF FINANCING FOR SIERRA LEONE REWILDING PROJECT. Retrieved from https://www.klimatx.com/post/klimat-x-announces-receipt-of-third-disbursement-of-financing-for-sierra-leone-rewilding-project

**Reference 6**
MarketScreener. (2024, September 10). Carbon Done Right Provides Project Updates. Retrieved from https://in.marketscreener.com/quote/stock/CARBON-DONE-RIGHT-DEVELOP-49477160/news/Carbon-Done-Right-Provides-Project-Updates-47840083/

**Reference 7**
Klimat X. (n.d.). Projects & Operations. Retrieved from https://www.klimatx.com

**Reference 8**
Earl Resources Limited. (2022, June 2). Earl Resources Limited Receives Conditional Approval of Change of Business Transaction from TSX Venture Exchange. Finanznachrichten. Retrieved from https://www.finanznachrichten.de

**Reference 9**
Investing.com Canada. (n.d.). About Carbon Done Right Developments Inc (KLX). Retrieved from https://ca.investing.com

**Reference 10**
Klimat X. (2023, September 14). Interview with Klimat X. News Financial. Retrieved from https://news.financial

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*If you have any additional information about this case, please contact the GACN directly.*