Toronto Cleantech Capital Inc. Announces Conditional Acceptance of Qualifying Transaction and Filing of Filing Statement

Toronto, Ontario--(Newsfile Corp. - April 17, 2024) - Toronto Cleantech Capital Inc. (TSXV: YAY.P) ("TCC" or the "Company"), a capital pool company as defined under TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 - Capital Pool Companies ("Policy 2.4"), and THS L.P. ("THS LP") and THS Genpar Inc. ("THS GP") are pleased to announce that TCC has received conditional approval from the TSXV in respect of its previously announced qualifying transaction (the "Transaction") with THS LP and THS GP pursuant to Policy 2.4. In connection with the Transaction and pursuant to TSXV requirements, TCC has filed on SEDAR+ (www.sedarplus.ca) a filing statement dated April 15, 2024 (the "Filing Statement"), which provides further information concerning TCC, THS LP and THS GP and the Transaction.

Transaction Update

Completion of the Transaction is subject to a number of conditions including, but not limited to, completion of the Name Change (as such term is defined in the Filing Statement), closing conditions customary to transactions of the nature of the Transaction and final acceptance from the Exchange of the Transaction as the "Qualifying Transaction" (as defined in Policy 2.4) of TCC. Subject to certain conditions, as more particularly described in the Filing Statement, completion of the Transaction is anticipated to occur on or about April 26, 2024.

Further information concerning TCC, THS LP, THS GP and the Transaction are contained in the Filing Statement, which is available for review under the Company's SEDAR+ profile at www.sedarplus.ca.

For more information, please contact:

Toronto Cleantech Capital Inc.
James Sbrolla, CEO
Email: sbrolla@rogers.com
Phone: (416) 828-2077

Turkey Hill Sugarbush Ltd.
David Beutel, Chairman
Email: david@oakwest.ca
Phone: (647) 401-8834

Cautionary Note

All information contained in this press release with respect to TCC, THS LP and THS GP (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Trading in the listed securities of the Company will remain halted pursuant to Section 2.5 of TSXV Policy 5.2 - Changes of Business and Reverse Takeovers and Section 2.3(b) of Policy 2.4.

Forward Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof, including, but not limited to, TSXV approval, completion of the Name Change, and closing of the Transaction; and the business of THS LP/THS GP. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: prevailing margins on maple syrup; weather conditions; ability to market maple products competitively; sourcing of raw material supplies; operating costs and governmental programs and regulations; general business, economic, competitive, political and social uncertainties; and risks of the maple syrup industry. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, TCC, THS LP, and THS GP do not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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