Mr. Hugh Maddin reports

GLOBAL CARE CAPITAL ANNOUNCES DEFINITIVE AGREEMENT FOR ACQUISITION OF BISHOP HILL HOLDINGS LTD.

Global Care Capital Inc. has provided an update to the signing of the memorandum of understanding (MOU) with Titan Electricity Ltd. U.K. on Dec. 19, 2022.

Global Care Capital has entered into a share purchase agreement among the company, Carbon Canada Corp. and the wholly owned subsidiary of Carbon Canada, Bishop Hill Holdings Ltd., dated Jan. 20, 2023, which sets out the terms and conditions for the acquisition by the company of up to all of the issued and outstanding securities in the capital of Bishop Hill in exchange for cash and securities of Global Care.

Bishop Hill holds a 15-per-cent undivided interest in Titan. Titan holds global intellectual property rights to the Geo-Engines, a net-zero geothermal energy generation technology used for gas cleaning (sour gas), CO2 (carbon dioxide) sequestration and domestic energy supplies. Oil and gas companies using Titan's Geo-Engines can potentially cut on-site CO2 emissions to zero, help improve energy security, and break the reliance on coal and oil.

In connection with initial closing of the transaction, pursuant to the terms of the share purchase agreement (first closing), Global Care will acquire a 60.44-per-cent interest in Bishop Hill by issuing 600 million common shares of Global Care to Carbon Canada at a deemed price of five cents per consideration share. The consideration shares will be subject to a four-month hold period under applicable securities laws.

Upon completion of the first closing, Global Care shall have the option, in its sole discretion, to acquire the remaining Bishop Hill shares for cash consideration of $19,636,500.17. Global Care may exercise the option at any time on or before the second anniversary of the first closing. The company currently intends to exercise the option to acquire a 100-per-cent interest of Bishop Hill but is under no obligation to do so.

Closing of the transaction is subject to, among other things, receipt by Global Care of an independent third party valuation of Titan which is satisfactory to Global Care in its sole discretion, compliance with all applicable regulatory requirements, and receipt of all necessary regulatory, corporate and board approvals being obtained, including the approval of the Canadian Securities Exchange (CSE). There can be no assurance that the transaction will be completed as proposed, or at all. The transaction is an arm's-length transaction and no change in management or the board of directors of Global Care is being contemplated at this time.

In consideration of the introduction to the company, Global Care may pay a finder's fee in cash, shares or warrants up to the maximum allowable under the policies of the Canadian Securities Exchange.

About Global Care Capital Inc.

Global Care Capital is a global investment company which specializes in providing early-stage financing to private and public companies. The company engages in new, early-stage investment opportunities in previously underdeveloped assets and obtaining positions in early-stage investment opportunities that adequately reflect the risk profile.

We seek Safe Harbor.