Mr. Nikolaus Kiefer reports

GREEN IMPACT ANNOUNCES PRIVATE PLACEMENT FINANCING AND CORPORATE UPDATE

Green Impact Partners Inc. has cancelled the previously announced LIFE (listed issuer financing exemption) offering (see news release of Nov. 24, 2025) and arranged a $5-million private placement at $4 per share.

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 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 Dec. 10, 2025, or as soon as reasonably practicable thereafter. The private placement will be subject to the approval of the TSX Venture Exchange 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 finders' 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. 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 per cent 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

Green Impact Partners and its corporate lender have agreed to an amendment to its corporate credit facility to provide a waiver of certain events of default under the facility subject to meeting certain covenants and conditions, including completion of refinancing. Green Impact Partners 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, Green Impact Partners 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 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 is forging a path toward a sustainable future by turning waste into energy. With a focus on renewable natural gas (RNG) and bioenergy projects, the company's 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. The company's comprehensive approach spans the entire project life cycle, from idea generation through construction to continuing operations. In addition to its RNG and bioenergy projects, Deloitte LLP 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.

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