Green Impact Announces Private Placement Financing and Corporate Update

Executive Summary

• Green Impact Partners Inc. cancelled its previously announced LIFE offering and is proceeding with a $5 million private placement at $4.00 per share, expected to close on or shortly after December 10, 2025.
• Certain officers and directors will sell $5 million of their own shares and use the net proceeds to purchase shares in the same private placement; no control block sale is occurring.
• The company amended its corporate credit facility to waive certain events of default and has executed a non‑binding senior secured debenture term sheet for financing exceeding the amount owed to its lender, supporting upcoming refinancing and asset sale initiatives.

Key Details

• Private Placement: $5 million total; price $4.00 per common share; expected closing 10 Dec 2025 (or as soon as practicable).
• Insider Participation: Officers/directors will sell an aggregate of $5 million of personal holdings and reinvest the net proceeds into the private placement; transaction qualifies as a related‑party transaction but is exempt from MI 61‑101 valuation/approval thresholds (<25% market cap).
• Regulatory Hold: All securities issued are subject to a four‑month‑plus‑one‑day hold period post‑closing. No finder's fees involved.
• Credit Facility Amendment: Waiver of certain events of default granted, contingent on meeting covenants and completing refinancing.
• Debenture Financing: Non‑binding term sheet for senior secured debentures with total proceeds exceeding the outstanding amount owed to the corporate lender; subject to customary closing conditions.
• Asset Sale Progress: Ongoing definitive documentation with third parties regarding sale of water recycling assets.
• Future Energy Park: Management expects near‑term completion of financing initiatives to facilitate financial close and construction of a major biofuels facility in North America.
• Auditor Change: Deloitte LLP resigned; no reportable disagreements or unresolved issues identified; replacement auditor being engaged for FY 2025.

Notable Quotes

“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,” – Jesse Douglas, Chief Executive Officer