Mr. Vilhjalmur Vilhjalmsson reports

CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT, DIRECTOR RESIGNATION, DELAY OF FILINGS

Greenbank Capital Inc. has successfully closed the first tranche of its previously announced private placement, raising a total of $591,419 by issuing in total of 16,828,570 units.

The company was unable to file its annual financial statements, management discussion and analysis, and related certifying officer certificates for the year ended July 31, 2024, on or before the Nov. 28, 2024, filing deadline. The company's annual audit has been delayed due to a focus on restructuring and streamlining operations during a period of significant corporate transition.

The company expects the Ontario Securities Commission to be issuing a failure-to-file cease trade order (FFCTO) after the due date against the issuer for failure to file such documents.

The company has not taken any steps toward any insolvency proceeding and the company has no other material information to release to the public.

Private placement update

The company has raised $166,673 through the issuance of 8,333,650 units of the company at a price of two cents per unit. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share of Greenbank at an exercise price of 7.5 cents, valid for a period of three years from the date of issuance.

In addition, the company has completed a debt settlement of $424,764 with its creditors, primarily current and former directors, through the issuance of 8,494,920 units. These units were issued at a deemed price of five cents per unit, with warrants exercisable at 7.5 cents for a term of three years.

Director resignation

The company announces that, effective Nov. 26, 2024, Sir Robert Neill has resigned as a director of Greenbank Capital, citing family and professional commitments. The board expresses its gratitude to Sir Robert for his valuable contributions and dedication during his tenure. The company extends its best wishes for his future endeavours.

The debt conversions with present and past directors and officers, and companies owned or controlled by them, are related party transactions within the meaning of Multilateral Instrument 61-101. The company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the offering by insiders will not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering and debt conversion, a decision that the company deems reasonable in the circumstances as to be able to avail itself of the proceeds of the offering in an expeditious manner.

About Greenbank Capital Inc.

Greenbank is a business-transformation firm that 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, 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.

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

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