Mr. Rob Fia reports

CITY VIEW GREEN HOLDINGS INC. ANNOUNCES PROPOSED CHANGE OF BUSINESS AND SPIN-OUT OF 2590672 ONTARIO INC

After a thorough evaluation of City View Green Holdings Inc.'s existing resources and a review of strategic options for the corporation generally, City View's board of directors and management have determined to refocus the business operations from a cannabis issuer to an investment issuer.

The board of the company believes that its network of business contacts, the depth of experience of its management team and its overall entrepreneurial approach will enable it to identify and capitalize upon investment opportunities as an investment issuer. Any proposed investments in third parties will be conditional upon the company obtaining shareholder approval for the proposed change of business. If shareholders approve the proposed COB, City View's primary focus will be to seek returns through investments in the securities of other companies. City View will continue to review opportunities to extract residual value from its existing assets, provided City View may abandon some or all of such assets if it determines it appropriate.

If the proposed COB is approved by shareholders, City View will continue its operations as a diversified investment and merchant banking firm focused on public companies and commodities. City View's proposed investment activities will include: (i) public companies; (ii) near public companies and private capital; (iii) global venture capital initiatives; and (iv) strategic physical commodities. However, City View may take advantage of special situations and merchant banking opportunities, as such opportunities arise, and make investments in other sectors which the company identifies from time to time as offering particular value. The investment objective of City View will be to provide investors with long-term capital growth by investing in a portfolio of undervalued companies.

The proposed COB considered a fundamental change/change of business under Policy 8 of the Canadian Securities Exchange, and, as such, will be subject to all of the requirements of Policy 8, including, but not limited to, CSE and shareholder approval.

As part of the proposed COB, City View has entered into an agreement of principle with an arm's-length party whereby the company will acquire an ownership interest in the target in exchange for the issuance of shares in the capital of City View.

The target is a technology company whose primary focus is assisting on-line creators and influencers to monetize their YouTube, Twitch and X livestreams by matching the individual creators and influencers with brands. The individual creators and influencers will be able to control their content directly through the target's proprietary live broadcast software. The creators and influencers will use the proprietary live broadcast software to integrate the ads into their livestreams. The target, using artificial intelligence, will be able to track all interactions by the viewers with the ads, bill the advertisers accordingly, and remit payment to the creators and influencers.

City View is still conducting its due diligence investigations of the target, no definitive agreement has been entered into between the company and target, and there can be no assurance that any agreement will be entered into.

As part of the proposed COB, City View announces its intention to spin out its wholly owned subsidiary, 2590672 Ontario Inc. (SubCo). Following the spinout transaction, the company will remain a reporting issuer with a view to completing a reverse takeover transaction with a business that has yet to be identified.

City View expects that the spinout transaction will increase shareholder value by providing shareholders more flexibility as to their specific investment strategy and risk profile, as it would enable shareholders to realize the expected growth and returns from the cannabis sector through direct ownership in SubCo.

It is anticipated that the spinout transaction will be completed pursuant to a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia) and will be subject to Canadian Securities Exchange, regulatory and court approval, as well as shareholder approval by not less than two-thirds of the votes cast at an annual special meeting of City View shareholders. City View will apply for an interim order from the Supreme Court of British Columbia in the first quarter of 2025, authorizing the company to call a special meeting of shareholders to approve the arrangement. Full details of the spinout transaction will be included in the management information circular to be sent to the company's shareholders in connection with the meeting.

The exchange ratio for the shareholders to receive shares of SubCo has not yet been determined. No company options or warrants will entitle the holders to receive any shares or other convertible securities of SubCo, except to the extent such holders exercise such options or warrants, as the case may be, to acquire common shares of City View prior to the effective date of the arrangement. There will be no change in shareholders' holdings in City View as a result of the arrangement.

It is anticipated that SubCo will submit an application to the CSE to have its common shares listed for trading through the facilities of the CSE. Final listing approval will be subject to SubCo satisfying all of the listing conditions of the CSE.

After careful consideration, the board of directors has unanimously determined that the arrangement is in the best interests of the company. A description of the various factors considered by the board of directors in arriving at this determination will be provided in the circular.

Completion of the arrangement is subject to a number of customary conditions, including the following:

• City View obtaining the requisite approval of shareholders at the meeting;
• The approval of the Supreme Court of British Columbia;
• CSE approval of the arrangement;
• CSE approval for the listing of the SubCo shares upon completion of the arrangement.

Further details, including management and board composition, will be contained in the circular, which will be mailed to shareholders in advance of the meeting following receipt of the interim order. Shareholders are cautioned that there can be no assurance that the arrangement will be completed on the terms described herein or at all.

Completion of the proposed COB is subject to a number of conditions, including the acceptance and approval of City View's disclosure document by the CSE and shareholder approval. The proposed COB cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed COB will be accepted by the CSE and/or completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular and/or listing statement to be prepared in connection with the proposed COB, any information released or received with respect to the proposed COB may not be accurate or complete and should not be relied upon. Trading in the securities of City View should be considered highly speculative.

The company also announces that it has changed its auditor from Zeifmans LLP to Horizon Assurance LLP. The change of auditor occurred at the request of the company. The former auditor was terminated as the auditor of the company, effective March 24, 2025, and the board of directors of the company appointed the successor auditor as the company's auditor, effective March 24, 2025. The change of auditor has been approved by the company's board of directors and its audit committee. In compliance with applicable regulatory requirements, the appointment of the successor auditor will be brought before the next shareholders meeting.

There were no reservations in the former auditor's audit reports in connection with the audits of the company's two most recently completed financial years. There are no reportable events (as the term is defined in National Instrument 51-102 (Continuous Disclosure Obligations)) between the company and the former auditor.

In accordance with National Instrument 51-102, the required letters from the former auditor and the successor auditor have been reviewed by the audit committee and the board of directors, the notice of change of auditor has been approved by the audit committee and the board of directors, and these documents have been filed under the company's profile on SEDAR+.

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