Green Impact Partners Signs Definitive Agreement to Sell Its Water and Recycling Facilities and Announces Lead Equity Partner Agreement for the Future Energy Park

Calgary, Alberta--(Newsfile Corp. - May 21, 2025) - Green Impact Partners Inc. (TSXV: GIP) ("GIP" or the "Company") has entered into a definitive agreement (the "Agreement") with a private, arm's-length party (the "Purchaser") for the sale of its water, waste treatment, and recycling facilities located in Alberta and Saskatchewan (the "Transaction") for proceeds of $53.25 million (the "Purchase Price") subject to working capital adjustments. The Purchase Price shall be paid with $34.5 million in cash on close, and an $18.75 million Promissory Note (the "Note"). The Transaction is expected to close on or before June 30, 2025, and is conditional on the Purchaser obtaining financing and the satisfaction of other negotiated closing conditions, including receipt of final approval from the TSX Venture Exchange.

The TSX Venture Exchange has conditionally approved the Transaction subject to customary conditions for a transaction of this nature. Proceeds from the Transaction will be used to repay the Company's revolving credit facility (the "Credit Facility") in full. In addition to the Purchase Price, the Purchaser has paid GIP an exclusivity fee of $500,000 (the "Exclusivity Fee") in respect of the Transaction until June 6, 2025.

Transaction Details

• Payments are due monthly under the Note, which is non-interest bearing prior to maturity, commencing on the first day of the first month following close for a period of 24 months.

• The Purchaser has the option to prepay the Note prior to its maturity for a discount if prepayment occurs within three to 12 months of closing.

• The Exclusivity Fee is repayable by the Company under certain limited circumstances.

• If the Agreement is terminated in certain circumstances, the Purchaser is obligated to pay GIP a termination fee of $5 million. Joint and several personal guarantees have been delivered by certain individuals associated with the Purchaser to guarantee the Purchaser's obligations under the Note and the termination fee.

• The Company has been advised on the Transaction by a financial advisor and legal counsel of national standing.

As the Transaction is conditional upon the Purchaser obtaining financing to pay the cash portion of the Purchase Price, the Transaction involves material uncertainties, and there are no assurances that it will close. Given the Company's limited cash balances and liquidity, a failure to close could have a material adverse effect on the Company's financial condition, including the ability to operate as a going concern. Please see Note 2(c) of the Company's audited annual consolidated financial statements for the years ended December 31, 2024 and 2023 (the "Financial Statements") as available on SEDAR+ (www.sedarplus.ca) for further disclosure in this regard.

Corporate Update

Readers are reminded as a result of the Company's going concern disclosure in the Financial Statements and corresponding Audit Report, the Company continues to be in default under the Credit Facility. Under the Credit Facility, the Credit Facility lender will have the right to demand repayment and/or realize on its security at any time under the Credit Facility.

GIP has entered into a non-binding term sheet (the "Term Sheet") with a company controlled by Jesse Douglas, the Company's Chief Executive Officer, to provide a subordinated secured term loan (the "Loan") to fund near term working capital of the Company. Funding under the Loan is subject to certain conditions, including negotiation of definitive documentation, and receiving required amendments to the Credit Facility. The Loan will be for a principal amount of $2 million (with $1.5 million funded on closing of the Loan agreement and $500,000 subject to future draw down). In addition, the Third Funding under the Option Agreement dated March 7, 2024 (as amended April 28, 2024 and filed on SEDAR+ (www.sedarplus.ca)), for which 60 days' notice had been given on April 29, 2025, would be waived.

There is no assurance the definitive documentation in respect of the Loan will be finalized, nor is there any assurance the conditions precedent under the Term Sheet (including lender approval to any required amendments under the Credit Facility) will be satisfied, in which case the above-noted risks related to the Company's financial condition will continue to exist.

Executed Lead Equity Partner Term Sheet for the Future Energy Park ("FEP")

GIP has finalized a non-binding, equity term sheet with a global Japanese investment partner for the lead project equity investment in FEP. Closing is subject to obtaining final internal approvals, entering into definitive investment agreements, the close of project-level debt financing and other customary terms and conditions.

"After years of development, GIP is thrilled to reach this important milestone," said Jesse Douglas. "Our team has worked tirelessly to align government approvals, commercial contracts, design and capital - all in preparation for the fast-approaching construction season. We are pleased to welcome our new equity partner, whose aligned interests and shared vision for sustainable energy solutions bring tremendous value to our project. The Future Energy Park is being realized at a critical time for Canada, the Province of Alberta, and the City of Calgary, delivering a tremendous positive impact for our shareholders, employees, contractors, farmers, and the environment."

Douglas added, "As we move closer to selecting our lending syndicate, making our final investment decision, and breaking ground on the Future Energy Park, our focus is firmly set on this transformational project. This project represents a generational opportunity to create long-term, multiplied financial value - not only for our shareholders, but for Canada as a whole. In a time of global economic and trade uncertainty, the timing of this milestone is exceptional. It positions GIP and Canada to lead in the future of sustainable energy development."

"Due to confidentiality obligations, we're limited in what we can share at this time. However, we're pleased with the outcome and look forward to sharing more details as we approach our final investment decision in the near term," said Douglas.

FEP is poised to become one of North America's largest carbon negative biofuels facilities integrating both the agriculture and energy sectors by converting non-food grade wheat to create ethanol and renewable natural gas. The engineering, procurement and construction cost of the project is estimated at approximately $1.5 billion, including contingencies. In addition, there are approximately $500 million in soft costs covering additional reserves, construction oversight, working capital and debt servicing during construction. The project is expected to be financed with a capital structure of 25% equity ($500 million) and 75% project-level senior and subordinated debt ($1.5 billion). Construction and full commissioning will take about three years following a final investment decision.

About the Future Energy Park

• The project will create approximately 800 jobs over 24 months during construction and 100 jobs (direct and indirect) during operations.

• Once operational, FEP will provide annual new, direct revenue of over $150 million to rural wheat producers and income and property tax to the City of Calgary and Province of Alberta.

• The facility is being sited in an industrial area in southeast Calgary and will be constructed and operated on 52 acres of land which has been designated for industrial use.

About Green Impact Partners Inc.

Green Impact Partners is forging a path towards a sustainable future by turning waste into energy. With a focus on renewable natural gas (RNG) and bioenergy projects, our mission is to acquire, develop, construct, and operate facilities that not only produce energy but also play an important role in waste reduction and lowering emissions. Our comprehensive approach spans the entire project life cycle, from idea generation through construction to ongoing operations. In addition to our RNG and bioenergy projects, GIP maintains a current portfolio of water and solids treatment and recycling facilities in Canada, alongside a solids recycling business in the United States.

Traded on the TSX Venture Exchange under the symbol 'GIP', the Company invites you to join us in our journey. For more information about the Company, please visit www.greenipi.com.

Cautionary Statements

This news release contains forward-looking statements and/or forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. When used in this release, such words as "would", "will", "anticipates", believes", "estimates", "explores" "expects" and similar expressions, as they relate to GIP, or its management, are intended to identify such forward-looking statements. Such forward-looking statements reflect the current views of GIP with respect to future events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause GIP's actual results, performance or achievements to be materially different from any expected future results, performance or achievement that may be expressed or implied by such forward-looking statements. Certain information and statements contained in this news release constitute forward-looking statements, which reflects the Company's current expectations regarding future events, including but not limited to: the anticipated closing of the sale of the Company's water, waste treatment, and recycling facilities; obtaining final exchange approval for the Transaction; anticipated cash to the Company at closing; the anticipated investment partnership for FEP; timelines for a final investment decision and construction for FEP and the Company obtaining any required regulatory, shareholder or third party approvals for the Loan, if any.

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the high degree of uncertainties inherent to feasibility and economic studies which are based to a significant extent on various assumptions; variations in commodity prices and exchange rate fluctuations; variations in cost of supplies and labour; lack of availability of qualified personnel; receipt of necessary transaction and project approvals; availability of financing for project development; uncertainties and risks with respect to developing RNG projects; general business, economic, competitive, political and social uncertainties; assurance that the final terms will align with those initially agreed upon or that the Transaction will proceed as anticipated; the risk that closing conditions on the asset disposition may not be satisfied on the anticipated timeline, or at all; the possibility that the Company may not enter into definitive agreements for the FEP investment or close on such investment; the anticipated timing of construction and ultimate completion of FEP may not occur; entering into definitive agreements with its anticipated FEP investment partner; failure of the Company to realize the anticipated benefits of the asset disposition and/or FEP investment; change in demand for clean energy to be offered by the Company; obtaining required approvals of regulatory authorities; ability to access sufficient capital from internal and external sources. For a more fulsome list of risk factors please see the Company's December 31, 2024, year-end Management Discussion and Analysis ("MD&A"), and AIF available of SEDAR+ at www.sedarplus.ca.

Management of the Company has included the above summary of assumptions and risks related to forward-looking statements provided in this release to provide shareholders with a more complete perspective on the Company's current and future operations and such information may not be appropriate for other purposes. The Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. 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. Forward-looking statements included in this news release should not be read as guarantees of future performance or results. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/252983