Calgary, Alberta--(Newsfile Corp. - March 7, 2024) - Green Impact Partners Inc. (TSXV: GIP) ("GIP" or the "Company") is pleased to announce that the Company is working through the final closing conditions for the Investment Tax Credits ("ITCs") for GreenGas Colorado, which is expected to close in the coming weeks. As previously disclosed, upon closing of the Purchase and Sale Agreement ("PSA") for the ITCs, GIP will receive approximately US$15.5 million of net proceeds.
As a result of a delay in closing the GreenGas Colorado ITC sale, GIP has entered into an agreement (the "Option Agreement") with various directors of the Company (the "Optionees"), wherein the Optionees have agreed to fund an amount of $6,000,000 to GIP, to provide additional liquidity to GIP until closing of the GreenGas Colorado ITC sale. In exchange, GIP has granted the Optionees an option to purchase certain ITCs that the Company may receive from future renewable natural gas projects (excluding GreenGas Colorado) (the "Option").
"We are grateful for the support from our senior management and Board of Directors as we continue to progress the development of our portfolio of opportunities, notably our flagship project, the Future Energy Park," said Jesse Douglas, Chief Executive Officer. "Our team is working diligently towards financial close of the Future Energy Park and advancing additional projects in our development portfolio."
Pursuant to the Option Agreement, the Optionees shall have the right, for a period of five years, to purchase the ITCs from the Company. During the term of the Option Agreement, the Company may, at its sole option, repurchase the Option from the Optionees by paying all amounts previously funded to the Company by the Optionees along with interest accrued at a rate of 1.25% per month.
The Option Agreement constitutes a "related party transaction" of GIP, within the meaning of Multilateral Instrument 61-101 - Protections of Minority Security Holders in Special Transactions ("MI 61-101") as the individuals entering into the Option Agreement are directors of the Company. The Company determined that the transaction is exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance of the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively.
About Green Impact Partners
Green Impact Partners is forging a path towards a sustainable future by turning waste into clean, renewable energy. With a focus on renewable natural gas (RNG) and clean bio-energy 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 clean bio-energy 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, Green Impact Partners invites you to join us in our journey to create a more sustainable future, one renewable energy project at a time. For more information about GIP, please visit www.greenipi.com.
Investor & Analyst Inquiries:
Nikolaus Kiefer
Chief Investment Officer
(236) 476-3445
investors@greenipi.com
Cautionary Statements
This news release contains forward-looking statements and/or forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. When used in this news release, such words as "estimates", "would", "will", "anticipates", "approximately", "expects", "believes", "explores" and similar expressions, as they relate to GIP, or its management, are intended to identify such forward-looking statements. Such forward-looking statements reflect the current views of GIP with respect to future events, and are subject to certain risks, uncertainties and assumptions. Certain information and statements contained in this news release constitute forward-looking statements, including, but not limited to: the closing of the Option Agreement and receipt of funds; future closing any ITC transaction and receipt of funds; financial close of Future Energy Park and timing thereof.
Many factors could cause GIP's actual results, performance or achievements to be materially different from any expected future results, performance or achievement that may be expressed or implied by such forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to: the impact of general economic conditions in Canada and the United States, industry conditions including changes in laws and regulations and/or adoption of new environmental laws and regulations and changes in how they are interpreted and enforced in Canada and the United States; volatility of prices for energy commodities; change in demand for clean energy to be offered by GIP; competition; lack of availability of qualified personnel; obtaining required approvals of regulatory authorities, in Canada and the United States; ability to access sufficient capital from internal and external sources; many of which are beyond the control of GIP; and certain other risks and uncertainties detailed in GIP's Management's Discussion and Analysis for the years ended December 31, 2022 and 2021 and from time to time in GIP's public disclosure documents available under the Company's profile on www.sedarplus.ca.
The forward-looking statements contained in this news release are made as of the date of this release, and except as may be expressly required by law, GIP disclaims any intent, obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Management of GIP has included the above summary of assumptions and risks related to forward-looking statements provided in this news release in order to provide shareholders with a more complete perspective on GIP's current and future operations and such information may not be appropriate for other purposes. GIP's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits GIP will derive therefrom.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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