Mr. Rob Fia reports

CITY VIEW GREEN ANNOUNCES AMENDED AND RESTATED AGREEMENT WITH ARKENYIELD AND REVISED TRANSACTION STRUCTURE & CORPORATE UPDATE

Further to City View Green Holdings Inc.'s news release of Sept. 18, 2025, it has entered into an amended and restated securities purchase agreement dated as of Aug. 12, 2026 (the A&R agreement), with ArkenYield Ltd., 1594453 B.C. Ltd. (Finco), 1594446 B.C. Ltd. (Newco) and Conner Romanov (the founder). The A&R agreement amends and restates, in its entirety, the securities purchase agreement between City View and ArkenYield dated Sept. 17, 2025. In addition, the company provides the following update on the ArkenYield business:

ArkenYield has reached an important commercial milestone with the launch of its technology in a live, on-chain deployment supporting Elara, a stablecoin treasury management offering by Brila Technologies. As of Aug. 17, 2026, the Elara vault has more than $655,000 (U.S.) in total value locked (TVL) supported by ArkenYield's technology and displays a quoted annual percentage yield (APY) of 14.74 per cent.

The deployment represents a tangible, operating use case for ArkenYield's infrastructure, with capital currently deployed on-chain and actively generating yield. Yield within the Elara vault is generated through market-neutral strategies across blue-chip stablecoins, including USDC and USDT, with capital allocated across a range of liquidity provision protocols. The strategy is designed to provide depositors with attractive risk-adjusted returns while maintaining exposure primarily to highly liquid, U.S.-dollar-denominated stablecoin assets.

Management believes the Elara deployment provides meaningful validation of ArkenYield's technology and its ability to support third party stablecoin treasury products at scale. Rather than relying on lending, directional market exposure or leveraged trading, ArkenYield's infrastructure is focused on generating yield through market-neutral liquidity and transactional strategies across established stablecoin markets.

With this deployment now live, ArkenYield is focused on expanding the amount of capital supported by its infrastructure and broadening the number of institutional and treasury applications utilizing its technology. In connection with the transaction and the Finco financing described above, ArkenYield expects to significantly increase its TVL capacity, providing additional infrastructure to support the growth of Elara as well as future treasury and stablecoin deployments.

Cancellation of previously announced transaction structure

The A&R agreement replaces the transaction structure contemplated by the original agreement. The previously announced acquisition by City View of an aggregate of two million common shares of ArkenYield, representing approximately 20 per cent of the issued and outstanding shares of ArkenYield, together with the associated issuance of 5.75 million common shares of City View and a convertible debenture in the principal amount of $287,500, has been cancelled and terminated and is of no further force or effect.

The transactions contemplated by the original agreement were conditional and executory only. No closing occurred under the original agreement, and no shares of ArkenYield, shares of City View, debenture, promissory note, warrants or other consideration contemplated by the original agreement were issued, transferred or delivered.

Revised transaction structure

City View is the sole shareholder of Newco, and Newco is the sole shareholder of Finco. Subject to the terms and conditions of the A&R agreement, the following steps are contemplated:

• ArkenYield, which is currently a corporation existing under the federal laws of Canada, will be continued into the Province of British Columbia under the Business Corporations Act (British Columbia).
• Finco will complete a private placement of subscription receipts for aggregate gross proceeds of up to $2-million (U.S.).
• Finco and ArkenYield will amalgamate to form one amalgamated corporation (Amalco), and upon completion of the amalgamation, Amalco will be a wholly owned operating subsidiary of Newco.
• Following the amalgamation, Newco will complete a spinout and share exchange pursuant to which securities issued in connection with the Finco financing and the amalgamation may be exchanged for equity securities of Newco, following which City View will hold one million Newco shares, representing 10 per cent of the issued and outstanding Newco shares prior to giving effect to the Finco financing.
• City View will issue to the founder, or to an entity controlled by and designated by the founder, 2.5 million common shares of City View and 2.5 million common share purchase warrants of City View.

Each warrant will entitle the holder to acquire one common share of City View at an exercise price of 10 cents per share for a period of three years from the closing of the transaction, and will be exercisable, at the election of the holder, either for cash or on a cashless basis.

Capitalization of Newco

Prior to giving effect to the Finco financing, the 10 million Newco shares are to be allocated as shown in the attached table.

The allocation above is based on an assumed premoney equity valuation of Newco of $10-million (U.S.) and a price of $1.00 (U.S.) per Newco share. Subscribers under the Finco financing will receive Newco shares determined by dividing their subscription amount by $1.00 (U.S.), and no more than two million additional Newco shares will be issued pursuant to the Finco financing. Newco will also establish an equity incentive plan in connection with its proposed listing.

Finco financing

The Finco financing will consist of one or more private placements of subscription receipts of Finco, each of which will convert, without further consideration and without further action on the part of the holder, into Newco shares upon the amalgamation becoming effective.

The proceeds of the Finco financing will not be held in escrow or in trust. Promptly following receipt by Finco, the proceeds will be advanced by Finco to ArkenYield as an interest-free loan maturing two years after the date of the initial advance, secured by a first-ranking general security agreement over all present and after-acquired personal property of ArkenYield. Prior to repayment in full of the loan or completion of the transaction, ArkenYield may use the proceeds only for working capital and general corporate purposes consistent with its business, and may not, without the prior written consent of City View, apply the proceeds to any distribution or dividend, any acquisition or investment outside the ordinary course, any payment to the founder or other related party other than bona fide arm's-length compensation or expense reimbursement in the ordinary course, or the repayment of indebtedness other than current operating liabilities incurred in the ordinary course. Upon the amalgamation becoming effective, the loan and the general security agreement will be extinguished by operation of law.

Investors in the Finco financing will be advised in the definitive subscription, loan and security documents that their funds will not be escrowed and may be used by ArkenYield prior to closing, that the completion of the transaction remains subject to conditions and may not occur, and that they bear the economic risk that all or any portion of the proceeds may be applied by ArkenYield prior to the closing or termination of the A&R agreement.

Conditions to closing

Completion of the transaction is subject to a number of conditions, including:

• Completion of the continuance;
• Aggregate gross proceeds of not less than $400,000 (U.S.) having been irrevocably funded to Finco pursuant to the Finco financing and advanced by Finco to ArkenYield;
• Execution and delivery of the amalgamation agreement, the shareholders' agreement, the definitive financing and security documents, and the other transaction documents required to implement the transaction;
• All corporate, registry, securities regulatory and CSE filings, consents, and approvals required in connection with the issuance of the consideration shares and the warrants and to effect the continuance and the amalgamation having been made or obtained;
• All approvals, determinations and formalities required under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions and the policies of the CSE, including any required approval of a committee of independent directors of City View, having been obtained.

The completion of the transaction is not conditional upon the approval by the CSE of City View's proposed change of business, nor upon the listing of the Newco Shares on the CSE or any other stock exchange. City View continues to pursue its previously announced proposed change of business from an industrial issuer to an investment issuer (the proposed COB) as a separate matter. The proposed COB is considered a fundamental change under Policy 8 of the CSE and remains subject to all of the requirements of Policy 8, including CSE and shareholder approval. There can be no assurance that the proposed COB will be approved.

The A&R agreement may be terminated by either City View or ArkenYield if the closing has not occurred, or if aggregate gross proceeds of not less than $400,000 (U.S.) have not been funded and advanced, on or before Dec. 7, 2026.

About ArkenYield

ArkenYield is a digital asset yield platform focused on stablecoin-based returns. ArkenYield deploys capital across stablecoin pairs, protocols and blockchains using concentrated liquidity market-making strategies, with the objective of generating returns on low-volatility assets while maintaining U.S.-dollar-denominated principal liquidity without lockups.

We seek Safe Harbor.