GIP Green Impact Partners Inc

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Nov. 25, 2021 /CNW/ -

Highlights:

• Secured a new farm based RNG project in southern Alberta anticipated to produce two million metric million British thermal units ("MMBtu's") of RNG per year when completed. Final investment decision of this facility is anticipated in 2022.
• Signed a binding term sheet for project construction and term facility financing for the Colorado RNG project ("GreenGas Colorado"). This project is currently under construction and our EPC contractor remains on target for completion in December 2022. The facility is expected to cost approximately $90 million, including financing and soft costs, and based on today's RNG prices, generate approximately $20 million of annual EBITDA.
• GIP continues to make progress on advancing all key permitting, final engineering and design activities for the proposed large-scale RNG and bio-fuel facility in Calgary, Alberta. The proposed expansion of the facility is anticipated to produce up to 3.7 million MMBtu per year of RNG and is expected to be one of North America's largest RNG facilities. Final investment decision of this facility is expected in 2022.
• GIP continues its track record of positive cash flow reporting revenue on current operations and Adjusted EBITDA of $35.4 million and $0.6 million, respectively, in the third quarter. Revenue increased by $11.7 million, with Adjusted EBITDA down by $0.2 million compared to the same period in the prior year. Revenue increased mainly due to improved industry activity combined with being able to have higher throughput from our recent facility upgrades, offset by downtime at our Grande Cache facility for capital improvements. These improvements were completed in September, and the facility has returned to full operations. Corporate SG&A has increased as the Company added additional development staff to develop and execute on its RNG portfolio.
• Given the opportunity for substantial value creation for the Company's RNG development activities, GIP has prioritized its RNG development resulting in reduced short-term EBITDA expectations for the remainder of 2021 and 2022.

Jesse Douglas, CEO and Director, stated "I am extremely proud of our team as they continue to advance our RNG projects to make GIP a leader in clean energy and scalable RNG.  GIP is well positioned to capitalize on the incredible growth in this sector.  Our Company is deeply committed to building a more inclusive and sustainable world through clean energy with a focus on RNG, driving superior returns to all our stakeholders." 

GIP has $2 billion in potential clean energy initiatives focused around RNG in our pipeline today.  GIP will manage the assets in its portfolio to provide accretive solutions to financing the development of its clean energy initiatives.  In addition to our focus on securing new projects, we're committed to the advancement and execution of our current portfolio, which when complete, are anticipated to generate significant cash flow and enduring value for our shareholders.

FINANCIAL HIGHLIGHTS

¹EBITDA 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. EBITDA does not have a standardized meaning prescribed by IFRS and is not necessarily comparable to similar measures provided by other companies. Management believes EBITDA is an important performance metric that measures normalized 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 that may vary from company to company. Prior period Adjusted EBITDA has been calculated and presented in accordance with the current period calculation and presentation.

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Revenue for the third quarter increased over the same period in the prior year as revenue for the three months ended September 30, 2020 was disproportionately impacted by the downturn in industry and society activity. In addition, the new U.S. facility acquired in May 2021 contributed $2.2 million in additional revenue in the quarter, offset slightly by downtime on a facility for planned improvements. Adjusted EBITDA is down comparatively as a result of the downtime for one of the Company's facilities for capital improvements and increased salaries, wages, and SG&A as the Company builds out its team. Net Loss consistent with the same period in the prior year.

Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

Results for the nine months ended September 30, 2021 compared to the same period prior year are consistent with the third quarter with the exception of January and February 2020, which were not impacted by the downturn in industry and society activity.

Market-Making

In addition, GIP has retained Haywood Securities Inc. ("Haywood") for its market-making service to provide assistance in maintaining an orderly trading market for the common shares of the company.

The market-making service will be undertaken by Haywood in order to provide market stabilization and liquidity services in respect of GIP's listed securities.  Under the market making services agreement Haywood will effect trading, on a reasonable best efforts basis, of the Company's securities in a manner intended to correct temporary imbalances in their supply and demand. Haywood will provide such services in compliance with the applicable policies of the TSX Venture Exchange and other applicable laws. For its services, the Company has agreed to pay Haywood $7,500 per month for a minimum period of 12 months, subject to earlier termination. The agreement may be terminated at any time by the Company or Haywood provided that the terminating party provides 30 days' prior written notice of such intention to terminate.

The Company and Haywood act at arm's length, and Haywood has no present interest, directly or indirectly, in the Company or its securities except that its clients and members of its pro group may own shares of the Company from time to time. The finances and the shares required for the market-making service are provided by Haywood, an arm's length party to the Company. The fee paid by the Company to Haywood is for services only. Haywood's head office is located in Vancouver, British Columbia at Suite 700 Waterfront Center, 200 Burrard Street.

Share Unit Plan

GIP is pleased to announce that at GIP's annual and special meeting of shareholders held on November 19, 2021 (the "Meeting"), the Corporation's disinterested shareholders approved the adoption of a new share unit plan (the "Share Unit Plan").

Under the new Share Unit Plan, share units of the Corporation (the "Units") may be granted to any director, officer or employee of the Corporation or its subsidiaries and to any consultant (together, "Eligible Persons"). The Share Unit Plan is intended to bring the Corporation's compensation policies in line with trends in industry compensation practice, which includes a move towards the issuance of Units, and to preserve the working capital of the Corporation by paying Eligible Persons compensation in the form of share-based awards. The Share Unit Plan is intended to advance the interests of the Corporation by allowing Eligible Persons to receive equity-based compensation and incentives, thereby: (i) increasing the proprietary interests of such persons in the Corporation, (ii) aligning the interests of such persons with the interests of the shareholders of the Corporation generally, (iii) encouraging such persons to remain associated with the Corporation, and (iv) furnishing such persons with additional incentive in their efforts on behalf of the Corporation. The Share Unit Plan permits the Corporation to either redeem the Units for cash or issue common shares of GIP from treasury to satisfy all or any portion of a vested Unit award. The maximum number of common shares of GIP which are issuable upon the settlement of all Units under the Share Unit Plan or exercise of outstanding stock options under the Corporation's stock option plan is 2,030,000 common shares of the Corporation, which represents approximately 10% of the issued and outstanding common shares of GIP on the date of approval of the Share Unit Plan in accordance with the policies of the TSX Venture Exchange.

About Green Impact Partners

GIP is a publicly traded TSXV clean energy company. GIP is focused on leading the transition to a green and sustainable economy through an RNG focused strategy. GIP seeks to be impactful partners in a green, more sustainable future by optimizing late-stage technology to repurpose by-products into clean energy via RNG and other value-added substances. 

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, including the ongoing 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 which are beyond the control of GIP. 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.

Readers are encouraged to review and carefully consider the risk factors pertaining to GIP described in the filing statement of GIP dated May 17, 2021, which is accessible on GIP's SEDAR issuer profile at www.sedar.com. 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.

SOURCE Green Impact Partners Inc.