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Green Impact Partners Announces $545 Million Partnering Agreement

Calgary, Alberta--(Newsfile Corp. - February 21, 2023) - Green Impact Partners Inc. (TSXV: GIP) ("GIP" or the "Company") is pleased to announce it has selected Amber Infrastructure Group ("Amber Infrastructure") as a strategic partner on its GreenGas Colorado, Iowa RNG and Future Energy Park projects, representing up to $545 million in total investment for a 50% project-level equity interest in each facility. Based in London, with offices in North America, Europe and Australia, Amber Infrastructure is an infrastructure investor with over $8 billion in assets under management.

All of the documentation for the various agreements with Amber Infrastructure is being held in escrow and will be released and come into effect upon Amber Infrastructure advancing the purchase proceeds under the unit purchase agreement in respect of the GreenGas transaction described below, which is anticipated to occur on February 23, 2023.

"We are very excited to announce this transformative transaction, moving forward with a leading infrastructure investment partner, that highlights the immense value of our net zero projects and development portfolio," said Jesse Douglas, Chief Executive Officer. "Securing this project-level funding will enable us to move forward with our development portfolio in an accretive way to our shareholders. This investment will help drive forward the construction of our flagship project - Future Energy Park - and Iowa RNG in 2023, while allowing GIP to continue to progress as many as five additional projects in its $3 billion project pipeline, that could produce up to 10 million MMBtu of carbon negative RNG over the next three to five years."

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"We are excited to partner with GIP to deliver projects that align with progressive government policy in the US and Canada," said Tom O'Shaughnessy of Amber Infrastructure. "We share a common purpose, our values are aligned, and we look forward to making an impact together through the deployment of low carbon projects at scale."

50% sale of Future Energy Park and Iowa RNG for $485 million

Green Impact Partners Inc. and certain affiliates ("GIP") and Amber Infrastructure LLC and certain affiliates ("Amber") have executed a strategic partnering agreement whereby Amber has agreed to purchase 50% of the equity in Future Energy Park and Iowa RNG for aggregate consideration of up to $485 million, subject to certain conditions including, but not limited to, the completion of material project and partnership documents, the close of non-recourse project debt financing, minimum economic returns, and other customary conditions of transactions of this nature. The closing of the transaction is subject to receipt of TSX Venture Exchange approval. No finder's fees were paid as it relates to the transaction.

Strategic Funding Partner for Development Portfolio

The strategic partnering agreement also outlines a framework for GIP and Amber to continue to partner on future opportunities over the next two years under similar terms and conditions by giving Amber a first right to provide equity if the parties mutually agree to investment terms.

"Since our inception in May 2021, we have deployed the $100 million of our initial equity raise and turned that into over 10 times in value today, and we have the people, projects, and capital to continue that trajectory," said Jesse Douglas.

50% sale of GreenGas Colorado for $60 million

GIP and Amber have agreed to the terms of a unit purchase agreement whereby GIP will receive gross proceeds of US$43.9 million for the sale of 50% of the equity it holds in GreenGas. The purchase price will be paid in two installments with US$28.5 million paid upon close and US$15.5 million paid upon the potential future completion of a third-party sale of GreenGas Colorado investment tax credits ("ITC"). Closing is anticipated to occur on or about February 23, 2023. GIP expects to retain US$10 million to $15 million of the net proceeds from the third-party sale of ITCs with further upside of up to US$15 million depending on financial performance of GreenGas Colorado. The proceeds of the first installment of the purchase price will be used to reduce the corporate revolver, to fund the remaining equity and working capital of GreenGas Colorado, and for general corporate purposes, including the advancement of our development pipeline. GIP will continue to be the operator and manage the facility. No finder's fees were paid.

Project Updates

  • Commissioning is well underway at GreenGas, with first gas production imminent at the Colorado-based facility. To allow for a ramp-up period to full capacity, the facility is expected to generate 180,000 MMBtu of RNG for the balance of 2023, growing to over 360,000 MMBtu in run-rate production by year end 2023.

  • Future Energy Park will be North America's largest carbon negative facility. Located in the City of Calgary, GIP continues to advance permits and approvals and has substantially advanced all of the project offtake, supply, construction and engineering agreements. With an approximate capital investment of $1.2 billion, GIP anticipates starting construction in the first half of 2023.

  • Construction at Iowa RNG is expected to start in the first half of 2023. GIP is finalizing material permits and approvals, detailed design, and the engineering, procurement, and construction ("EPC"), offtake, and interconnection agreements.

J.P. Morgan and RBC Capital Markets are acting as lead financial advisors to the Company. ATB Capital Markets also served as a financial advisor on Future Energy Park.

GIP has updated its investor presentation which is available in the "Investor Relations" section of the Company's website. In addition, material project documents with respect to the transactions described herein will be made accessible on www.sedar.com.

About Green Impact Partners

Green Impact Partners is focused on creating a more sustainable future and inclusive planet by developing clean energy. GIP acquires, develops, and builds RNG and clean bio-energy projects, with the intention of building, owning, and operating a portfolio of producing facilities, and participates in a wide range of zero-carbon opportunities during every stage of the project lifecycle - from idea generation through to operations. GIP has a growing portfolio of RNG and clean bio-energy projects under development, representing over $2 billion in capital expenditures over the next three years. In its pursuit of net zero earth impact, GIP is positioned to be a leading producer of decarbonizing energy in North America. GIP's shares trade on the TSX Venture Exchange under the symbol GIP.V. For more information about GIP and its projects, visit www.greenipi.com.

Investor/Analyst Inquires:

(236) 476-3445 or investors@greenipi.com

Media Inquiries:

media@greenipi.com

Amber Infrastructure Group

Amber Infrastructure ('Amber') is an international infrastructure specialist, focused on investment origination, development, asset management and in Europe, fund management. Amber's core business focuses on infrastructure assets across the public, transport, energy, digital and demographic infrastructure sectors that support the lives of people, homes and businesses internationally.

Amber is headquartered in London with offices in Europe, North America and Australia and employs approximately 170 infrastructure professionals. Amber has been in a strategic partnership with the Hunt Group of Companies ('Hunt') in the US since 2015. Learn more at www.amberinfrastructure.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 "would", "will", "anticipates", "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: the anticipated production and performance of the GreenGas Colorado facility, Future Energy Park and Iowa RNG, the Company's ability to close a third party sale of investment tax credits and the anticipated proceeds from such sale and the timing thereof. Additionally, the potential investments by Amber in Future Energy Park and Iowa RNG are subject to conditions precedent, and satisfaction of those conditions is not assured.

The forward-looking statements are based on certain assumptions that GIP has made in respect thereof as at the date of this news release regarding, among other things: that Amber infrastructure will advance the purchase proceeds under the GreenGas transaction so that all of the transactions contemplated by this news release can come into effect; that all required regulatory approvals can be obtained or maintained on the necessary terms and in a timely manner, as applicable; that counterparties to the Company's agreements and contracts will comply with the terms thereof in a timely manner; that there are no unforeseen events preventing the performance of contracts; and that there are no unforeseen material costs relating to the imminent first gas production at the GreenGas Colorado facility.

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, including the continued effects of the COVID-19 pandemic; 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 dated April 20, 2022 for the years ended December 31, 2021 and 2020 and from time to time in GIP's public disclosure documents available under the Company's profile on www.sedar.com.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/155507