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Green Shift Commodities Closes Private Placement and Enters Definitive Agreement for Sale of Berlin Royalty

TORONTO, June 10, 2024 (GLOBE NEWSWIRE) -- Green Shift Commodities Ltd. (TSXV:GCOM), ("Green Shift" or the "Company") is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement financing of units of the Company (the "Units") at a price of C$0.05 per Unit (the "Issue Price"), for gross proceeds of C$1,167,500 (the "Offering"). The Company issued an aggregate of 23,350,000 Units pursuant to the Offering, with each Unit consisting of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of C$0.075 per share until June 7, 2027. The net proceeds of the Offering will be used for general working capital purposes and to advance the Company's property interests. The Company paid finder fees to Stephen Avenue Securities Inc., Canaccord Genuity Corp. and Ventum Financial Corp. in connection with the Offering in the aggregate amount of C$7,350 in cash and 84,000 non-transferable finder warrants. Each finder warrant entitles the holder to purchase one Common Share at an exercise price of C$0.075 until June 7, 2027. All securities issued in connection with the Offering are subject to a statutory hold period expiring October 8, 2024. The Offering, including payment of the finder fees, is subject to the final approval of the TSX Venture Exchange (the "TSXV"). Sale of Berlin Royalty GCOM is also pleased to announce, further to its press release dated April 23, 2024, that it has entered into a definitive agreement (the "Agreement") dated June 7, 2024 with a third-party ("AcquireCo") pursuant to which AcquireCo has agreed to acquire (the "Transaction") all of the outstanding shares of 1000871349 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Company which owns, among other things, a 1% NSR royalty covering all production from the Berlin Project (the "Royalty"). AcquireCo is an arm's length, privately-held royalty company designed to gain exposure to rising uranium prices by making strategic royalty acquisitions to grow its portfolio. Pursuant to the Agreement, AcquireCo has agreed to acquire all of the issued and outstanding shares of Subco in exchange for 12,000,000 common shares of AcquireCo ("AcquireCo Shares") at a deemed issue price of C$0.25 per AcquireCo Share, representing total deemed consideration of C$3,000,000. GCOM shall also 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. Closing of the Transaction is conditional upon, among other things, receipt of any ...