Mr. Terry Pullen reports

GREENBANK CAPITAL SUCCESSFULLY RAISES C$448,111.88 IN FIRST PHASE OF PRIVATE PLACEMENT

GreenBank Capital Inc. has successfully closed a first tranche of the non-brokered private placement offering announced on March 23, 2023. The GreenBank board has approved the closure of phase 1 of the private placement offering, the total gross proceeds of which are $448,111.88, and all of which represent the conversion of outstanding debts owed by the company, including all directors and officers.

GreenBank chief executive officer Terry Pullen said, "The fact that all directors and others closely associated with the company have committed so much to this fundraising is indicative of the faith they have in the company's prospects and we look forward to raising further sums from interested investors over the coming weeks."

Note for residents in Canada and the United States

The closing of the private placement offering is subject to obtaining all required approvals, including from the Canadian Securities Exchange and any other regulatory approval. The proceeds of the private placement offering will be used for investment and working capital purposes. All or a portion of the private placement offering may be subject to finders' fees or commissions of up to 8 per cent cash and 8 per cent broker warrants of the subscribed amount, where applicable, and are being paid in accordance with the policies of the CSE, with each broker warrant granting the holder the right to purchase one unit at the exercise price of 20 cents for the period of 22 months from the closing date.

The unit shares and warrants issued to purchasers subscribing under the listed issuer financing exemption are not subject to resale restrictions and are, as such, expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers residing in Canada.

The unit shares and warrants issued to purchasers subscribing under prospectus exemptions other than the listed issuer financing exemption shall be subject to applicable resale restrictions under National Instrument 45-102 -- Resale of Securities.

By virtue of the participation by insiders, the private placement offering will constitute a related party transaction under applicable securities laws. The company expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the final closing of the offering, which the company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the private placement offering in an expeditious manner. As the related party transaction will not exceed specified limits and will constitute a distribution of securities for cash, it is expected that neither a formal valuation nor minority shareholder approval will be required in connection with the private placement offering.

Note for residents in the United Kingdom

To the extent the securities are offered to persons in the U.K. pursuant to the private placement offering, such offer is made pursuant to an exemption under Article 1(4) of Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Accordingly, any person making or intending to make an offer in the U.K. of the units comprised therein may only do so in circumstances in which no obligation arises for the company or any other person to publish a prospectus pursuant to Article 3(1) of the U.K. prospectus regulation.

This announcement is not an invitation to engage in investment activity. It is exempt from the restriction in Section 21 of the Financial Services and Markets Act 2000 (FSMA) by virtue of Article 69 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (promotion of securities already admitted to certain markets).

The offering document for the private placement offering will only be made available to persons in the U.K. who (i) have professional experience in matters relating to investments falling within Article 19(5) of the order (investment professionals); (ii) are persons falling within Article 43(2) of the order (members or creditors of certain bodies corporate); (iii) are persons falling within Article 49(2)(a) to (d) of the order (high-net-worth companies, unincorporated associations etc.); (iv) are certified high-net-worth individuals falling within Article 48(2) of the order; (v) are self-certified sophisticated investors falling within Article 50A(1) of the order; or (vi) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the units may otherwise lawfully be communicated or caused to be communicated.

About GreenBank Capital Inc.

GreenBank Capital is a business transformation firm, which aims to nurture early-stage and growth companies to their full potential. Through modern approaches to consultancy services, GreenBank takes a stake in companies it hopes to nurture and gives the opportunity to the founders and executives of those companies to benefit from the years of collective experience of the GreenBank management team.

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