Green Impact Partners Announces LIFE Financing

Green Impact Partners Inc. (TSXV: GIP,OTC:GIPIF) ("GIP" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement of common shares of the Company (the "Common Shares") at a price of $4.00 per Common Share for aggregate gross proceeds of a minimum of $3,000,000 and up to a maximum of $5,000,000 (the "Offering").

The Company intends to use the proceeds of the Offering for general working capital and to take additional steps required to achieve financial close on the Future Energy Park. The Offering is expected to close in November 2025, subject to receipt of all regulatory approvals, including approval of the TSX Venture Exchange. The Offering may close in multiple tranches, as the Company may decide.

There is an offering document related to the Offering that can be accessed under the Company's ‎profile at www.sedarplus.ca and on the Company's website at www.greenipi.com. Prospective ‎investors should read this offering document before making an investment decision.‎

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Offering is being made to purchasers resident in all provinces of Canada (except Quebec) and certain foreign jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws if sold to purchasers resident in Canada.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

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; and 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 availability of capital and financing on reasonable terms;; 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275713