Further to the press releases dated February 15 and March 12, 2018, GreenTec Holdings Ltd. ("GreenTec") and Black Birch Capital Acquisition III Corp. (TSXV: BBC.H) ("Black Birch") are pleased to announce that GreenTec has completed its private placement offering of subscription receipts ("Subscription Receipts") led by PI Financial Corp. (the "Agent") for aggregate gross proceeds of $8,888,880 (the "Offering").  The Offering is being completed in connection with the proposed business combination (the "Transaction") between GreenTec and Black Birch previously announced in a press release of Black Birch dated February 6, 2018, which transaction is intended to constitute Black Birch's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange.

The Offering

GreenTec completed the Offering of Subscription Receipts pursuant to an agency agreement dated April 27, 2018 with Black Birch and the Agent. Under the terms of the Offering, GreenTec issued 5,925,920 Subscription Receipts at a price of $1.50 per Subscription Receipt (the "Offering Price") for gross proceeds of $8,888,880. Each Subscription Receipt entitles the holder to receive, upon satisfaction of the escrow release conditions on or before the escrow release deadline, and without payment of additional consideration, one unit of GreenTec (each, a "Unit"). Each Unit will consist of one common share (each, an "Underlying Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, an "Underlying Warrant") of GreenTec, with each Underlying Warrant being exercisable into one common share in the capital of GreenTec at a price of $2.50 for a period of 24 months from the date of the satisfaction of the escrow release conditions. Pursuant to the Transaction, each Underlying Share and Underlying Warrant will be exchanged on an equivalent basis, without further consideration, for common shares and warrants in the capital of Black Birch.

The gross proceeds of the Offering, net of the Agent's expenses and Agent's commission (the "Escrowed Funds") are being held in escrow pursuant to the terms of a subscription receipt agreement dated April 27, 2018 among GreenTec, the Agent and TSX Trust Company, as escrow agent for the Escrowed Funds (the "Subscription Receipt Agreement"). Upon satisfaction or waiver of the escrow release conditions including, among other things, the satisfaction or waiver of all conditions precedent to the completion of the Transaction, each Subscription Receipt will automatically convert without any further action on the part of the holder into Units, and the Escrowed Funds, together with any interest earned thereon, will be released to GreenTec. Should the escrow release conditions not be satisfied or waived, or if the Transaction is not completed, the Subscription Receipts will be cancelled and the Escrowed Funds, including any Escrowed Funds released to GreenTec prior to the completion of the Transaction, will be returned to subscribers together with any interest earned thereon.