An undisclosed buyer entered into a non-binding letter of intent to acquire 1000871349 Ontario Inc. from Green Shift Commodities Ltd. (TSXV:GCOM) for CAD 3 million on April 23, 2024. An undisclosed buyer agreed to acquire 1000871349 Ontario Inc. from Green Shift Commodities Ltd. (TSXV:GCOM) for CAD 3 million on June 7, 2024. The consideration consists of 12 million common equity of the buyer to be issued for common equity of 1000871349 Ontario Inc. Pursuant to the LOI, AcquireCo has agreed to acquire all of the issued and outstanding shares of 1000871349 Ontario for total consideration, payable to GCOM on closing of the Proposed Transaction, comprised of 12,000,000 common shares of AcquireCo (?AcquireCo Shares?) at a deemed issue price of CAD 0.25 per AcquireCo Share, representing total deemed consideration of CAD 3,000,000.

Completion of the Proposed Transaction is subject to the approval of each company?s board of directors and negotiation and execution of a mutually agreeable definitive purchase agreement, which will include provisions as are customary for a transaction of this nature, including, without limitation, customary representations, warranties, covenants and conditions. Closing of the Proposed Transaction will be conditional upon, among other things, receipt of all regulatory approvals in connection with the Proposed Transaction and no material adverse change having occurred affecting either the Royalty or AcquireCo. In addition, on closing of the Proposed Transaction, GCOM and AcquireCo have agreed to enter into an investor rights agreement pursuant to which, among other things, for so long as GCOM owns at least 10% of the issued and outstanding AcquireCo Shares, GCOM shall have the right to appoint one member of the Board of Directors of AcquireCo and shall be granted rights to participate in any equity financing of AcquireCo in order to maintain its pro rata ownership interest.