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To: Goose94 who wrote (105357)4/29/2021 7:40:39 PM
From: Goose94Read Replies (1) | Respond to of 202060
 
Green Impact Partners (GIP-V) (formerly Blackheath Resources (BHR) Provides Information Regarding Share Consolidation And Name Change

Apr 29, '21 - NR

Blackheath Resources Inc. today provided the shareholders of Blackheath with additional information and instructions in respect of the previously announced consolidation of the common shares of Blackheath and the change of Blackheath's name to Green Impact Partners Inc. The consolidation and name change will be completed concurrently with the closing of the previously announced transaction pursuant to which Blackheath will acquire certain clean energy assets, renewable natural gas development projects and solids recycling facilities from Wolverine Energy and Infrastructure Inc. The transaction will constitute a reverse takeover of Blackheath under the policies of the TSX Venture Exchange.

The consolidation will be effected on the basis of one common share in the capital of the resulting issuer in exchange for each 48.42 Blackheath shares issued and outstanding as at the date hereof. The are presently 14,526,139 Blackheath shares issued and outstanding. After giving effect to the consolidation, there will be approximately 300,000 resulting issuer shares issued to previous holders of Blackheath shares. In addition, an additional: (i) 10 million resulting issuer shares will be issued to Wolverine and its shareholders in connection with the transaction, and (ii) 10 million resulting issuer shares will be issued on the exchange of previously issued subscription receipts of Green Impact Operating Corp. (a wholly owned subsidiary of Blackheath) concurrent with closing of the transaction. If the transaction is not completed, the consolidation and the name change will not proceed and all certificates representing Blackheath shares will be returned to the shareholders.

Trading in the resulting issuer shares is conditional upon the completion of the transaction. A letter of transmittal in respect of the consolidation is being mailed to the shareholders. Additional copies of the letter of transmittal may be obtained through Odyssey Trust Company (telephone: 587-885-0960/E-mail: corp.actions@odysseytrust.com) and will be available on Blackheath's profile on SEDAR.

In order to trade in the resulting issuer shares to which a shareholder is entitled, the shareholder must complete and deliver the letter of transmittal in accordance with the instructions set out therein. It is expected that the transaction will close on or before May 31, 2021, subject to the satisfaction or waiver of certain conditions precedent set out in the amalgamation and arrangement agreement, dated Feb. 16, 2021, relating to the transaction, including the receipt of the approval of the exchange.

The resulting issuer shares are expected to be listed and posted for trading on the facilities of the exchange under the symbol GIP. The resulting issuer shares Cusip number will be 39306L102 and the new ISIN number will be CA39306L1022.

The consolidation and the name change have been approved by the board of directors of Blackheath. In accordance with the policies of the exchange, the consolidation has been approved by a majority of the shareholders by way of a written consent resolution.

About Blackheath Resources Inc.

Blackheath currently has no continuing operations and previously operated as a junior mineral exploration company. Blackheath is listed under the trading symbol BHR on the TSX-V. Blackheath was incorporated under the laws of British Columbia in May, 2011, and was engaged in the exploration and development of mineral properties in Northern Portugal, primarily for tungsten and tin. Blackheath currently has no operations but does maintain a royalty interest in the Borralha tungsten project, which is subject to an option agreement with another company.

For further information: in respect of Wolverine, please contact Nikolaus Kiefer, Chief Financial Officer at (780) 435-3451 or nkiefer@wnrgi.com or visit www.wnrgi.com; For further information in respect of Blackheath, please contact Alex Langer, President and Chief Executive Officer at alanger@blackheathresources.com or Investor Relations at (604) 684-3800 or info@blackheathresources.com