Green Shift Announces Sale of Berlin Royalty and Concurrent C$2 Million Non-Brokered Private Placement - Seite 2

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.

Concurrent Non-Brokered Private Placement

GCOM is also pleased to announce its intention to complete a non-brokered private placement of up to 40,000,000 units of GCOM (“Units”) at a price of C$0.05 per Unit for gross proceeds of up to C$2,000,000 (the “Offering”). Each Unit will be comprised of one common share of GCOM (a “Common Share”) and one warrant of GCOM (each, a “Warrant”). Each Warrant will be exercisable to acquire one Common Share at a price of $0.075 per share for a period of 36 months following closing of the Offering.

GCOM intends to use the gross proceeds from the Offering for general working capital and to advance the Company's property interests. All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day following the closing of the Offering. Completion of the Offering is subject to the receipt of all regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”).

The securities to be issued pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.