Mr. Terry Pullen reports

GREENBANK ENGAGES JV CAPITAL AS PART OF STRATEGIC REVIEW

GreenBank Capital Inc. has appointed JV Capital to review GreenBank Capital's current investment portfolio and provide related advice and assistance over the next 12 months. The initial review will be carried out over the next few months, but the engagement is for a period of 12 months. The maximum fee will be $75,000, which JV Capital is required to invest in common shares of the company. As part of the transaction, JV Capital is being granted warrants (with an exercise price of five cents per share) over 1.5 million common shares, but cannot exercise those warrants for an amount greater than the fees payable under the agreement. Fifty per cent of the fee is payable on production of the initial review with a further 25 per cent after six months and the final 25 per cent after 12 months, the second and third instalments depending on the performance of the company's share price.

As part of the continuing strategic review announced earlier in March, 2023, GreenBank Capital has secured the services of the JV Capital consultancy team to assist with the analysis of its investment portfolio, as well as make recommendations with regard to the same, and help with the implementation of those recommendations. This review is the next stage of the previously announced strategic review, which is aimed at reviewing the company's existing and future investment strategy with a view to refocusing it.

The JV Capital consultancy team's remit is as follows:

1. Comprehensive analysis of investments: to conduct an evaluation of the company's existing investments, including their impact on the company's market perception; this will include providing a detailed assessment of the debts associated with some of these investments, including those involving Staminier Ltd.;
2. Development of actionable recommendations: based on its comprehensive analysis, it will provide recommendations to the board of GreenBank Capital for potential courses of action pertaining to the company's investments; these could potentially involve the restructuring of debt and equity interests, as well as other strategic considerations;
3. Implementation: to assist with the implementation of those of the team's recommendations that are adopted by the board and provide quarterly analysis of progress to the GreenBank Capital board;
4. Strategic direction postimplementation: the team will offer further insights into the optimal strategic direction for GreenBank Capital following implementation of the short-term recommendations; this will be done with the aim of ensuring sustained growth and success following the realignment of the company's investment portfolio.

Fee structure

The fee for the initial project will be payable in three instalments:

• An initial instalment of $37,500 to be payable on delivery of JVC's report on its initial review;
• A second instalment of $18,750 payable six months from the commencement date if the 10-day volume-weighted average price of the company's common shares is at least 15 cents on that date;
• A third instalment of $18,750 payable 12 months from the commencement date if the 10-day VWAP of the company's common shares is at least 30 cents on that date.

The instalments of the fee are only payable to the extent that they are utilized to subscribe for common shares of the company. The company is not obliged to make any cash payment to JVC in respect of such instalments.

To facilitate the above fee payment, the company has agreed to grant to JVC warrants to subscribe for 1.5 million common shares of the company such options to be exercisable:

• Provided that this agreement has not been terminated by notice during the initial period of three months or for breach by JVC at any time;
• Within 13 months of the commencement date at an exercise price of five cents per share.

The amount that JVC can subscribe pursuant to the warrants is limited to the fees that actually become payable to JVC under the agreement. The warrants are only transferable with the prior written consent of the company.

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 the provisions of consultancy services, GreenBank Capital 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 Capital management team.

The team is based in London and Toronto, and works diligently across borders to ensure that businesses in the GreenBank Capital portfolio reach their core objectives. The businesses the company typically works with are start-ups or early stage, and include mining and mineral exploration companies. From this emergent state, GreenBank Capital aims to quickly implement strong business practices by deploying operations, communications, data strategy and financial expertise.

Whether a business desires to become a successful private company or list publicly or is seeking a profitable exit, GreenBank Capital tries to add value at every stage as a strategic partner. GreenBank Capital is listed on the Canadian Securities Exchange under the symbol GBC, and on the OTC markets (OTCMKTS: GRNBF), as well as the Frankfurt Boerse (2TL).

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