Calgary, Alberta–(Newsfile Corp. – August 28, 2025) – Green Impact Partners Inc. (TSXV: GIP) (“GIP” or the “Company”) provides a summary of its second quarter 2025 results and key business updates.

Key Activities

Signed Definitive Agreement to Sell Its Water and Recycling Facilities: On May 21, 2025, the Company entered into a definitive agreement with a purchaser for the sale of its water, waste treatment, and recycling facilities located in Alberta and Saskatchewan (the “PSA”) for a purchase price of $53.25 million, subject to working capital adjustments (the “Transaction”). The Company and the purchaser have renegotiated the terms for a further extension to close the Transaction which is now expected to occur on or before September 15, 2025. As a result of the extensions, the Transaction purchase price has increased to $54.25 million, and the purchaser has paid GIP an additional $1.5 million deposit. The total amount of non-refundable deposits and exclusivity fees received and available for immediate use by GIP is now $2.25 million. In addition, the purchaser has agreed to pay out the previously announced Vendor Take Back loan in full by October 31, 2025. The termination fee payable to GIP remains at $7.5 million. The Transaction is conditional on the purchaser closing financing and the satisfaction of other negotiated closing conditions, including receipt of final approval from the TSX Venture Exchange.

While GIP continues to progress closing of the Transaction with the purchaser, GIP has executed a non-binding term sheet with an alternative third party for the sale of its water, waste treatment and recycling facilities. The Company is actively negotiating a definitive agreement for the sale of these assets with this third party, with a target closing date of September 30, 2025.

Executed Lead Equity Partner Term Sheet for the Future Energy Park (“FEP”): GIP finalized a non-binding, equity term sheet with a global Japanese investment partner for the lead project equity investment in FEP. Closing is subject to obtaining final internal approvals, entering into definitive investment agreements, the close of project-level debt financing and other customary terms and conditions.

Additional Insider Investment: On June 12, 2025, the Company entered into a binding promissory note (the “Grid Note”) with a company controlled by the Company’s Chief Executive Officer, to provide a $2.0 million subordinated secured term loan (the “Loan”) to fund near term working capital of the Company. Funding under the Loan was subject to certain conditions, including negotiation of definitive documentation, and receiving required amendments to the Company’s revolving credit facility (the “Facility”). With those conditions met, on June 12, 2025, the Company received $1.5 million in funding under the Grid Note. Subsequent to quarter end, the Company has issued a draw notice under the Grid Note for the remaining $0.5 million in funding, which is expected to be funded in the third quarter of 2025.

Corporate Credit Facility: As announced on June 12, 2025, GIP executed an amendment to its Facility providing a waiver of certain events of default until June 30, 2025. Due to the delay in closing of the Transaction and failure to meet certain covenants, the Company was in default under the Facility as at June 30, 2025. Subsequent to quarter-end, on July 16, 2025 and August 22, 2025, the Company executed further amendments to the Facility, extending waivers of certain events of default to July 31, 2025 and September 30, 2025, respectively, subject to compliance with specified covenants and conditions. Pursuant to the amendment, as of the date hereof, the drawn balance of the Facility has been reduced to $28.9 million and will continue to be reduced by $0.1 million weekly until maturity on September 30, 2025.

FINANCIAL HIGHLIGHTS

¹ See Non-IFRS Measures below
² To ensure consistency, the prior period Adjusted EBITDA has been amended from previously presented Adjusted EBITDA to adjust for the Company’s portion of the Colorado JV’s interest expense, interest rate swaps, depreciation and other finance costs.

Revenue: Revenues decreased by $13.3 million and $10.8 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year, mainly due to decreased volumes and commodity prices. In addition, during the second quarter of 2025, one of the Company’s facilities was shut down due to force majeure as a result of wildfires in northern Alberta.

Adjusted EBITDA: Adjusted EBITDA decreased by $2.4 million and $2.7 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year, mainly due to:

• Lower gross profit – While gross profit as a % of revenue improved for both the three- and six-month periods when compared to the same periods in 2024, in absolute terms gross profit for the three-month period decreased by $0.5 million for the three months ended June 30, 2025, due to the lower revenue as described above. Gross profit increased marginally by $0.1 million for the six months ended June 30, 2025 as compared to 2024;

• Increased losses from the Colorado JV – the continued operational issues at the Colorado JV have resulted in operating losses of $0.8 million and $1.7 million, respectively, for the three and six months ended June 30, 2025, as compared to the same periods of 2024;

• Higher selling, general and administrative costs – selling, general and administrative costs increased due to higher legal and consulting fees associated with changes to the Company’s board of directors and negotiations with the Company’s lender.

For a more detailed discussion on GIP’s results for the three and six months ended June 30, 2025, please see the Company’s financial statements and management’s discussion & analysis (“MD&A”), which are available at: www.greenipi.com/investors and on the Company’s SEDAR+ page at www.sedarplus.ca.

About Green Impact Partners Inc.

Green Impact Partners is forging a path towards a sustainable future by turning waste into renewable energy. With a focus on renewable natural gas (RNG) and bio-energy projects, our mission is to acquire, develop, construct, and operate facilities that not only produce energy but also play an important role in waste reduction and lowering emissions. Our comprehensive approach spans the entire project life cycle, from idea generation through construction to ongoing operations. In addition to our RNG and bio-energy projects, GIP maintains a current portfolio of water and solids treatment and recycling facilities in Canada, alongside a solids recycling business in the United States.

Traded on the TSX Venture Exchange under the symbol GIP, Green Impact Partners invites you to join us in our journey. For more information about GIP, please visit www.greenipi.com.

Non-IFRS Measures

EBITDA is defined as earnings before interest, taxes, depreciation, and amortization. EBITDA is a non-IFRS measure, calculated by adding back the impacts of income tax, finance costs, depreciation and amortization to net income (loss) for the period. Net income (loss) is the most directly comparable IFRS financial measure. EBITDA does not have a standardized meaning prescribed by IFRS and is not necessarily comparable to similar measures provided by other issuers. Management believes EBITDA is an important performance metric that measures recurring cash flows before changes in non-cash working capital.

Adjusted EBITDA is defined as EBITDA adjusted for certain non-operating, non-recurring and non-cash items. Adjusted EBITDA is used by management to evaluate the earnings and performance of the Company before consideration of capital, financing and tax structures. Net income (loss) is the most directly comparable IFRS financial measure. Adjusted EBITDA does not have a standardized meaning prescribed by IFRS and is not necessarily comparable to similar measures provided by other issuers. Prior period Adjusted EBITDA has been calculated and presented in accordance with the current period calculation and presentation.

Management believes that in addition to net income (loss), Adjusted EBITDA is a useful supplemental measure to enhance investors’ understanding of the results generated by the Company’s principal business activities prior to consideration of how those activities are financed, how the results are taxed, how the results are impacted by non-cash charges, and charges that are irregular in nature or not reflective of the Company’s core operations. Management calculates these adjustments consistently from period to period. Adjusted EBITDA is used by management to determine the Company’s ability to service debt and finance capital expenditures. Management believes that Adjusted EBITDA as a measure is indicative of how the fundamental business is performing.

Cautionary Statements

This news release contains forward-looking statements and/or forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. When used in this release, such words as “would”, “will”, “anticipates”, believes”, “explores” and similar expressions, as they relate to GIP, or its management, are intended to identify such forward-looking statements. Such forward-looking statements reflect the current views of GIP with respect to future events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause GIP’s actual results, performance or achievements to be materially different from any expected future results, performance or achievement that may be expressed or implied by such forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to: the impact of general economic conditions in Canada and the United States, inflation and trailing effects of the COVID-19 pandemic; industry conditions including changes in laws and regulations and/or adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, in Canada and the United States; volatility of prices for energy commodities; change in demand for clean energy to be offered by GIP; competition; lack of availability of qualified personnel; obtaining required approvals of regulatory authorities, in Canada and the United States; ability to access sufficient capital from internal and external sources. Many of these risks are beyond the control of GIP. For a more fulsome list of risk factors please see GIP’s December 31, 2024 year end Management Discussion and Analysis. Forward-looking statements included in this news release should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such forward-looking statements.

In particular, this news release contains forward-looking statements pertaining to but not limited to the following: timing and ultimate closing of debt and equity initiatives for the Future Energy Park; timeline of construction and ultimate completion of the Future Energy Park, closing of the Transaction, if at all; resolution of disputes at the Colorado JV; additional funding under the Grid Note; and repayment of the Facility. Readers are encouraged to review and carefully consider the risk factors pertaining to GIP described in the Company’s annual MD&A for the year ended December 31, 2024, which is accessible on GIP’s SEDAR+ issuer profile at www.sedarplus.ca. The forward-looking statements contained in this release are made as of the date of this release, and except as may be expressly be required by law, GIP disclaims any intent, obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

Management of GIP has included the above summary of assumptions and risks related to forward-looking statements provided in this release in order to provide shareholders with a more complete perspective on GIP’s current and future operations and such information may not be appropriate for other purposes. GIP’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits GIP will derive therefrom.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/264393