Green Impact Announces Private Placement Financing and Corporate Update

Green Impact Partners Inc. (TSXV: GIP,OTC:GIPIF) ("GIP" or the "Company") announces the cancelation of the previously announced LIFE offering (news release of November 24, 2025) and announcement of a $5 million Private Placement at $4 per share (the "Private Placement").

Certain officers and directors of the Company intend to sell an aggregate of $5 million of common shares from their personal holdings in privately negotiated transactions at a price of $4.00 per share. These officers and directors will use all of the net proceeds from such sales to purchase common shares under the Private Placement. No control block sale is occurring and the Private Placement will not create a new insider or control person. The Private Placement is expected to close on December 10, 2025, or as soon as reasonably practicable thereafter. The Private Placement will be subject to the approval of the TSX Venture Exchange ("TSXV"), and all securities issued in connection with the Private Placement will be subject to a regulatory hold period of four months and one day from the closing of the Private Placement. No finder's fees are involved with the transaction.

As certain insiders are participating in the Private Placement, it constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Securityholders ("MI 61-101"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Shares subscribed for by insiders, nor the consideration for the Shares paid by such insiders would exceed 25% of the Company's market capitalization. Further details will be included in a material change report that will be filed by the Company in connection with the completion of the Private Placement.

Corporate Update

GIP and its corporate lender have agreed to an amendment to its corporate credit facility (the "Facility") to provide a waiver of certain events of default under the Facility subject to meeting certain covenants and conditions, including completion of refinancing. GIP has executed a non-binding senior secured debenture financing term sheet with total proceeds in excess of the amount owed to the corporate lender. The refinancing is subject to customary closing conditions.

In addition, GIP continues to advance definitive documentations with other parties regarding the sale of its water recycling assets.

"GIP continues to advance the initiatives in place this year and look forward to the potential near term completion of each of them to assist in facilitating financial close of the Future Energy Park and the construction of what will be one of the most impactful biofuels facilities in North America," said Jesse Douglas, Chief Executive Officer.

Change of Auditor

The Company further shares that Deloitte LLP ("Deloitte") has resigned and has confirmed that there are no reportable events, "disagreements" or "unresolved issues" (as those terms are defined in National Instrument 51-102 - Continuous Disclosure Obligations) in connection with the change of auditor. The Corporation is in the final stages of engaging a replacement auditor for the 2025 fiscal year and will provide an update in due course.

About Green Impact Partners Inc.

Green Impact Partners Inc. 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.

The Company is traded on the TSX Venture Exchange under the symbol 'GIP'. For more information about the Company, please visit www.greenipi.com.

Forward-looking Statements and Cautionary Statements

This news release contains forward-looking statements and 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", "expects", "intends", "plans" and similar expressions, as they relate to GIP or its management, are intended to identify such forward-looking statements. Forward-looking statements reflect the current views of GIP with respect to future events and are based on assumptions that, while considered reasonable by management, are subject to significant risks and uncertainties.

Forward-looking statements in this news release include, but are not limited to: the completion, timing and terms of the Private Placement; the intended sale of common shares by certain officers and directors and their subsequent participation in the Private Placement; the expected use of proceeds; the anticipated approval of the TSX Venture Exchange; the timing of closing; the Company's expectations regarding insider participation and related MI 61-101 matters; the anticipated filing of a material change report; the amendment of the corporate credit facility and the expected benefits of such amendment; the Company's expectations regarding compliance with covenants; the execution of a non-binding senior secured debenture term sheet and the potential refinancing of existing indebtedness; the timing and completion of definitive documentation and closing of any refinancing transaction; the potential sale of the Company's water recycling assets and the status of ongoing negotiations; the engagement of a new auditor; and the advancement, financial close and construction of the Future Energy Park and the anticipated benefits of that project.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. These risks include, but are not limited to: the risk that the Private Placement does not close on the terms or timing anticipated or at all; the risk that required regulatory or exchange approvals are delayed, conditional or not obtained; market conditions affecting investor demand; risks relating to insider participation and the application of MI 61-101 exemptions; risks related to liquidity, working capital and the Company's ability to meet its obligations to lenders; risks that the Company may be unable to satisfy covenants under the amended credit facility; risks that the refinancing process, including the senior secured debenture financing, may not be completed on acceptable terms or at all; counterparty risks with respect to any proposed asset sales; risks that negotiations relating to the sale of water recycling assets do not result in a completed transaction; operational and development risks associated with renewable natural gas, biofuels and related infrastructure projects; risks concerning construction timelines, cost overruns and supply chain constraints; risks that required governmental, regulatory or environmental approvals are delayed or not obtained; risks related to changes in demand for low-carbon or renewable energy products; commodity and input price volatility; availability and retention of qualified personnel; risks related to the change of auditor and the timely completion of the Year 2025 audit; general economic, market, financial and political conditions; and other risks and uncertainties described in the Company's Management Discussion and Analysis for the year ended December 31, 2024, available on SEDAR+ at www.sedarplus.ca

The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that such expectations will prove to be correct. Actual results may differ materially and readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this news release and the Company does not undertake any obligation to update these statements except as required by applicable securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither the TSX Venture Exchange nor its Regulation Services Provider 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/277573