Green Impact Partners Announces Corporate Update

Green Impact Partners Inc. (TSXV: GIP,OTC:GIPIF) ("GIP" or the "Company") is pleased to provide an update on the sale of its water, waste treatment, and recycling facilities (the "Assets"). The Company and the former purchaser have renegotiated the terms related for the $7.5 million termination fee resulting in GIP having the ability to assume control of the former purchaser's water and recycling operating asset. GIP and the former purchaser have executed a term sheet, binding on the former purchaser with the transaction expected to close at GIP's discretion over next 30 days or concurrent with the senior debt refinancing discussed below. Following the completion of the transaction, the acquired facility is expected to contribute approximately $3-5 million of additional divisional EBITDA, inclusive of expected synergies.

As a result of the termination fee settlement, GIP has executed a senior secured debenture financing term sheet with total proceeds sufficient to pay off current corporate debt and provide additional working capital.

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

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.

"The Future Energy Park is, in GIP's view, the premier biofuels development in North America. Given the current world trade situation and current announcements from the Canadian federal government regarding support for projects like this, additional tailwinds exist for commencement of the project. In addition to that, the production of these fuels and subsequent high protein animal feed in the Canadian market are vitally important to the Canadian agricultural sector and the Canadian economy," said Jesse Douglas, CEO. "Our team couldn't be more excited about the anticipated closing of these milestone transactions to bring The Future Energy Park through its final steps to construction."

UPDATE ON GREEN GAS COLORADO

The Company, through its wholly owned subsidiary, Green Impact Partners U.S., Inc. ("GIP US") and its 50% partner in the Colorado JV, US Infrastructure Investments Holdings LLC ("Infrastructure") have settled all disputes and alleged defaults by executing an amended partnership agreement (the "LLCA") for the Colorado JV resulting in GIP US having exclusive discretion to manage and control the business and affairs of the Colorado JV, subject to certain customary minority rights for Infrastructure. Concurrent with the execution of the amended LLCA, both GIPUS and Infrastructure waived existing disputes and alleged claims of default previously disclosed with respect to the Colorado JV. The Colorado JV is currently in default under its credit agreement with the project lender. The Company is working on an agreement with the Colorado JV lender to provide a waiver of the current defaults for a sufficient period of time to enable the Colorado JV to pursue the remedies available under its Engineering, Procurement and Construction contract to complete the necessary equipment and design improvements to the facilities to improve performance.

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.

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 Statement and Forward-Looking Information

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements are frequently, but not always, identified by words such as "anticipates", "expects", "believes", "intends", "plans", "estimates", "projects", "potential", "continues", "may", "could", "would", "should", or similar expressions. In this news release, forward-looking statements include, but are not limited to, statements regarding: the anticipated closing and timing of the transactions referenced herein; expected contributions to EBITDA; the expected refinancing or repayment of the Company's existing Credit Facility; the anticipated execution and effectiveness of waivers or amendments under the Credit Facility; the expected operating performance of the assets referenced herein following completion of the transactions; and the development and timing of the Future Energy Park project.

Forward-looking statements are based on a number of assumptions, including, without limitation: the ability of the parties to negotiate and finalize definitive agreements; the receipt of all required regulatory, lender, and third-party approvals on acceptable terms; the Company's ability to refinance or repay its existing indebtedness; the availability of capital and financing on reasonable terms; the ability to achieve expected synergies and operating performance; successful outcomes under the Colorado JV's EPC contract; and general economic, financial market and industry conditions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. These risks include, but are not limited to: the risk that the transactions described herein may not close on the terms or timelines currently expected, or at all; the Company's ability to maintain, amend, refinance or otherwise satisfy its obligations under its existing Credit Facility, including the risk of acceleration or enforcement by lenders; the risk that the Company may be unable to obtain additional financing when required, or on acceptable terms; construction, operational and performance risks associated with renewable natural gas and bioenergy facilities; permitting and regulatory approval risks; commodity price volatility; supply chain disruptions; dependence on third-party contractors; and general business, economic, competitive, political and social uncertainties. If the Company is unable to refinance or repay its Credit Facility when required, there may be a material adverse effect on the Company's liquidity, financial condition, and ability to continue as a going concern.

For a further description of material risks and assumptions, including the risk that the Company may not be able to complete the transactions referenced herein or refinance its debt obligations, please see the Company's Annual MD&A for the year ended December 31, 2024, and subsequent continuous disclosure filings available on SEDAR+ at www.sedarplus.ca.

The forward-looking statements contained in this news release are made as of the date hereof and are based on the Company's current expectations, estimates, projections and assumptions. The Company does not undertake any obligation to update forward-looking statements, except as required by applicable law. Forward-looking statements should not be read as guarantees of future performance or results, and no undue reliance should be placed on them.

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

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