Mr. James Sbrolla reports

TORONTO CLEANTECH CAPITAL INC. ANNOUNCES LOAN TO TURKEY HILL SUGARBUSH LTD.

On Jan. 9, 2024, Toronto Cleantech Capital Inc. entered into a definitive loan agreement with Turkey Hill Sugarbush Ltd. (THS), its qualifying transaction target company (as such terms are defined in Policy 2.4 of the TSX Venture Exchange). The new loan agreement replaces a previous agreement signed on June 7, 2023, that was not completed and financed.

Pursuant to the terms of the loan agreement, Toronto Cleantech will lend a sum of $250,000 to THS, a leading producer of maple syrup products, on Jan. 16, 2024. The loan will carry an interest rate of 10 per cent per annum and has an initial term of six months. The loan agreement also contemplates a possible three-month extension, if mutually agreed by both parties.

To secure the loan, THS has entered into a general security agreement (GSA) with Toronto Cleantech. The GSA provides a broad-based security interest in all current and future assets of THS, to secure the repayment of the loan.

The loan is intended to assist THS with its continuing operational costs and expansion initiatives.

Toronto Cleantech and THS entered into a non-binding letter of intent (the LOI) on May 8, 2023, with respect to a proposed qualifying transaction pursuant to a reverse takeover and a definitive agreement on Sept. 8, 2023.

Both the loan and the proposed transaction are subject to the approval of the exchange, in accordance with its policies and procedures.

About Toronto Cleantech Capital Inc.

Toronto Cleantech Capital is a capital pool company listed on the exchange. The company focuses on identifying and evaluating businesses and assets with a view to a potential acquisition by completing a qualifying transaction (like the proposed transaction).

Toronto Cleantech's share capital consists of 11.7 million common shares issued and outstanding and 1.15 million stock options exercisable for common shares at a price of 10 cents each, expiring July 2, 2026.

We seek Safe Harbor.