Mr. Vilhjalmur Vilhjalmsson reports

CHAIRMAN'S YEAR-END UPDATE

GreenBank Capital Inc. chief executive officer and chairman Vilhjalmur Thor Vilhjalmsson has provided shareholders a year-end review and update on the company's operations during 2023.

Current status

Two thousand twenty-three has been very challenging for the markets overall, and GreenBank is no exception with a significant reduction in its market cap. The Canadian Securities Exchange index is down 73.66 per cent and GreenBank 93.22 per cent over the 28-month period from September, 2021, until Dec. 17, 2023. It is important to understand this when looking at the overall performance of GreenBank's shares.

Despite the poor share price performance, some of GreenBank's underlying assets have been making progress during this period. Beelivery has been one of the few, if not the only, company amongst its peers in the United Kingdom to make a profit. Codikoat has made significant progress and raised further funds at almost twice the original valuation at which GreenBank invested. Flex Capital (Kiind) is expected to be ready to launch its debut product during 2024. Staminier is in a midst of a corporate restructuring, and we are expecting to see the result of that work in the coming year. Ubique Minerals, although having suffered significant setbacks in its ambitions in Namibia in relation to the acquisition of an operating mine, has kept a steady progress at its Daniels Harbour project and is working at progressing its Namibian investee company Resource Five Hundred. The company expects steady news flow from Ubique during the next 12 months.

In late August I took over as CEO and chairman from Terry Pullen following a revisiting of the overall company strategy. Since then, we have acquired the Suni iron project in Ontario, and we are actively working toward the financing of the next stages of that and considering how that will be structured within the group of GreenBank investments. The company expects to look at various ways to monetize its investment in the project and we are currently in discussion with the management team and potential financiers with a view to taking this exciting project forward.

Cease trade order (CTO)

As announced on Nov, 20, 2023, the company expected to have delays in the filings of its financial statements. A cease trade order was issued by the Ontario and British Columbia securities commissions in respect of the company's securities, and pursuant to Policy 3 of the Canadian Securities Exchange, the company's shares have been suspended as of Dec. 5, 2023. According to Policy 3 the company has 90 days to rectify the situation or else be delisted without further notice.

It is important for shareholders to know that the CTO and CSE suspension are due only to the failure to file the annual accounts before Nov. 28, 2023, filing deadline. The company expects to file its financial statements and related management discussion and analysis before the end of January, 2024.

Financing

As announced on Nov. 15, 2023, the company announced an offering to raise up to $1.25-million and to convert approximately $700,000 in debt. This is a part of the company's strategy to reduce, as far as is sensible, the debts within the company. Due to the cease trade order, these transactions have been postponed until such time as the CTO has been revoked.

The company might consider selling some of its investments to generate funds if it finds that appropriate and needed.

The company has been faced with legal fees and additional management time in relation to the actions of certain shareholders and the making of unfounded allegations over the last few months. The company and the directors are looking to see if there might be grounds for legal action against that certain shareholder for libel and misuse of the company's data to recoup some of those costs.

Staminier (GreenBank holds 48.5-per-cent equity ownership in Staminier)

As announced on Nov. 15, 2023, Staminier has informed the company that is has agreed in principle to sell the Substantia Group Ltd. back to its previous owners. GreenBank is supportive of this decision for the following reasons:

• Staminier would hold liquid assets (GreenBank and Ubique shares) in lieu of operating assets (the Substantia Group).
• GreenBank believes there is upside potential in the liquid assets in the relatively short term.
• The Substantia Group has not performed in accordance with expectations.
• This will effectively again make Staminier a holding company only.
• The transaction could ease future discussions and implementation of the strategy involving the Future Fund.

Staminier awaits a response from the Future Fund to its previously announced request for the extension to the term of the convertible loan agreement (CLA).

As per the press release Aug. 3, 2022, GreenBank took an assignment of $8.53-million of the amounts owing under the CLA in exchange for the issue of 20.7 million GreenBank common shares to Presthurst Ltd., the vendor of the loan. As disclosed in the Aug. 3, 2022, news release, the acquisition of the loan was a related party transaction for purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, but one that was exempt from valuation and minority shareholder approval requirements. The loan acquisition was a very strategic move and puts GreenBank in a much stronger position to protect the value of its investment in Staminier, as it gave GreenBank rights under the CLA with regards to the conversion of the CLA (and in certain circumstances GreenBank may force a conversion). Regardless of whether the CLA loans are converted or repaid, or in extremis, if Staminier were to be wound up, GreenBank will have security ranking behind only the Future Fund. Consequently, the CLA puts GreenBank in a much stronger position to recover its current investment in Staminier and to realize upon any gains in Staminier than was the case when GreenBank was simply a shareholder of Staminier.

NARC, a Staminier investee, is now in the process of raising funds at a price of 260 euros (or $379) per share, which is just under four times times the price per share at which Staminier initially invested. At that price Staminier's 11,488 shares in NARC would have a valuation of $4.35-million. NARC management has also reported to Staminier and GreenBank management that it is continuing to make pleasing progress in the development of NARC's mass multiplayer on-line role-playing game, Beyond Ever After.

GreenBank has agreed with the NARC management team that it will have the opportunity to take part in the continuing NARC placement, which GreenBank will consider.

About GreenBank Capital Inc.

GreenBank 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 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.

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

We seek Safe Harbor.