Green Shift Commodities Ltd. (TSXV: GCOM and OTCQB: GRCMF), (“Green Shift”, “GCOM” or the “Company”) is pleased to announce that it has entered into a definitive agreement dated December 8, 2023 with Latam Battery Metals Inc. (“Latam”) whereby Latam will acquire 100% of the issued and outstanding shares (the “Target Shares”) of two wholly-owned subsidiaries of GCOM, which together hold 3 indirectly a 100% interest in the Berlin Project (“Berlin” or the “Project”) located in Caldas, Colombia (the “Transaction”). Latam is an arm’s length privately held company focused on the uranium sector with strong operating experience in Colombia and intends to pursue a listing on a recognized stock exchange in Canada (the “Listing”) in the coming months.

Trumbull Fisher, CEO and Director of GCOM commented, “This strategic sale marks a pivotal moment for GCOM as we continue to evolve and refine our portfolio to focus on the battery metals section of the clean energy landscape. Considering our team’s specialized knowledge in lithium, we believe the most effective strategy to maximize shareholder value involves transferring Berlin to a dedicated team focused on the Project and that is familiar with the intricacies of the country, providing the necessities to advance development. Simultaneously, we aim to retain a substantial equity stake maintaining significant exposure to capitalize on the continued positive momentum in the uranium sector. In addition, this transaction provides a significant increase to our working capital as Latam is assuming all the liabilities associated with the Berlin project.”

Luis Ducassi, CEO of Latam, added, “We are enthusiastic about this transaction and the opportunities it presents. The Berlin Project with its historical multi-commodity resources and advanced metallurgy is a strategic choice for us, as our in-house team in Colombia is ready to commence work on it promptly. We extend our appreciation to the GCOM team for their collaboration throughout this transaction, and we look forward to maintaining open and constructive channels of communication as we collectively navigate the future opportunities that this venture presents.”

From the date of closing the Transaction until such time as all of the Consideration has been paid, Latam has agreed not to transfer any interest in the Target Shares or the Property without the prior written consent of GCOM, which consent may be withheld, conditioned or delayed in the sole discretion of GCOM.

Completion of the Transaction is conditional upon the approval of the TSX Venture Exchange (the “TSXV”) and the satisfaction of certain other closing conditions customary in transactions of this nature.

GCOM has engaged Generic Capital Corp. (“Generic”) as its financial advisor in connection with the Transaction. Pursuant to such engagement, GCOM has agreed to pay Generic an advisory fee comprised of 3,333,333 common shares of GCOM (“GCOM Shares”), with a value of $200,000 at a deemed price per share of $0.06, being the closing price of the GCOM Shares on TSXV on the date immediately prior to the announcement of the Transaction. The GCOM Shares will be issuable to Generic upon closing of the Transaction, subject to the approval of the TSXV.