RNG Development and Clean Energy Assets of Wolverine Energy and Infrastructure Inc. entered into an amalgamation and arrangement agreement to acquire Blackheath Resources Inc. (TSXV:BHR) for CAD 53.9 million in a reverse merger transaction on February 16, 2021. The transaction is expected to result in Wolverine receiving CAD 50 million in cash and, 5.2 million shares of GIP (representing approximately 23% of the outstanding shares of GIP, assuming the concurrent financing is fully subscribed and Subscription Receipts are issued at a price of CAD 10 per Subscription Receipt). The remainder of the consideration for the Clean Energy Assets, being 4,850,000 shares of GIP (representing approximately 22% of GIP's outstanding shares, assuming the Concurrent Financing is fully subscribed, and Subscription Receipts are priced at CAD 10 per Subscription Receipt) will be distributed directly to Wolverine shareholders pursuant to the terms of the Plan of Arrangement. Following completion of the transaction the Clean Energy Assets will be owned by GIP on a debt free basis. As of April 8, 2021, the subscription receipt financing has been closed. Prior to completion of the transaction, Blackheath will consolidate its outstanding common shares on an approximately 1 to 48.8 basis, such that immediately prior to completion of the transaction, and following the exercise of all outstanding options and warrants of Blackheath, Blackheath shall have 300,000 shares outstanding. Upon completion of the transaction GIP shall operate the business associated with the Clean Energy Assets and Wolverine will continue to operate its current services business, other than those services related to the Clean Energy Assets. As part of the transaction, Blackheath will change its name to Green Impact Partners Inc. The consolidation and the name change have been approved by the Board of Directors of Blackheath. 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 initial members of the Board of Directors of GIP following completion of the transaction will be selected by Wolverine and management of Green Impact Partners will include Jesse Douglas, the current President and Chief Executive Officer of Wolverine. The current directors and officers of Blackheath shall resign on completion of the transaction. The Board of Directors of Green Impact Partners is expected to be fixed at five directors on completion of the transaction, or as soon as practicable thereafter. Post completion of the transaction the Board of Directors are expected to consist of Geeta Sankappanavar as Chair of the Board of Directors and Alicia Dubois, Bruce A. Chan, Jeff D. Hunter as board members. The Executive Management is expected to have Jesse Douglas as President, Chief Executive Officer & Proposed Director, John Paul Smith as Secretary and Kathy Bolton as Chief Financial Officer.

The Transaction is subject to Receipt of all necessary regulatory and third-party consents, authorizations and approvals, including the approval of 66-2/3% of the votes cast by the Wolverine shareholders present in person or by proxy at a meeting of Wolverine shareholders to be called to approve the Plan of Arrangement, completion of the Consolidation and the Concurrent Financing and satisfaction of the escrow release conditions for the Concurrent Financing and completion of satisfactory due diligence by each of Wolverine and Blackheath, approval of the transaction by the Court of Queen's Bench of Alberta, Wolverine Shareholders holding not greater than 5% of the outstanding Wolverine Shares shall have exercised Dissent Rights in connection with the transaction, the Transition Services Agreement shall have been entered into by Blackheath and Wolverine. The special meeting Wolverine Energy and Infrastructure Inc. will be held on April 26, 2021 to approve the merger. As of April 26,2021, Wolverine Energy shareholders approved the transaction. As of April 30, 2021, Wolverine Energy and Infrastructure have received of final court approval on the plan of mergers. As of May 21, 2021, Blackheath received conditional approval from the TSX Venture Exchange. The transaction is expected to close prior to May 31, 2021. As of May 17,2021, closing of the transaction is expected to happen on or about May 27, 2021. Transaction is expected to close the arrangement before May 18, 2021. Paul Barbeau of McMillan LLP acted as legal advisor for Blackheath. Bruce Hibbard of Bennett Jones LLP acted as legal advisor for Wolverine. Odyssey Trust Company served as depositary, transfer agent and registrar for Wolverine. Computershare Investor Services Inc. acted as the transfer agent and registrar for Blackheath.