Green Impact Partners : Q1 2022 MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS For the Three Months Ended March 31, 2022 and 2021

May 12, 2022

MANAGEMENT DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis ("MD&A") for the three months ended March 31, 2022 and 2021 is prepared as of May 12, 2022 and provides information concerning the financial condition and results of operations of Green Impact Partners Inc. ("GIP" or the "Company"). This MD&A should be read in conjunction with the Company's condensed consolidated interim financial statements as at and for the three months ended March 31, 2022 and 2021 and the consolidated financial statements as at and for the years ended December 31, 2021 and 2020, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements and additional information relating to GIP are available on SEDAR at www.sedar.com. The comparative figures represent the results from operations of the Clean Energy Assets as defined and described in Note 2 of the Company's consolidated financial statements as at and for the years ended December 31, 2021 and 2020. The Company's shares are listed for trading on the TSX Venture Exchange under the symbol "GIP".

Unless otherwise indicated, all dollar amounts presented herein are in thousands of Canadian dollars.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains "forward-looking statements" and "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable securities legislation. Certain information and statements contained in this MD&A constitute forward-looking information, including the Company's plans, prospects and opportunities, expectations regarding revenue and EBITDA, the anticipated production and performance in relation to the Company's projects, the expected timing of project construction and costs associated therewith, the anticipated costs associated with capital spending, expectations concerning the nature and timing of growth, expectations respecting competitive position, anticipated supply and demand for the Company's products and services, expectations concerning the financing of future business activities, the negotiation of contracts, the expected benefits of entering into financial hedging contracts, anticipated acquisitions and divestitures, the anticipated carbon impacts associated with the Company's projects and statements as to future economic and operating conditions. Readers should review the cautionary statement respecting forward-looking information that appears below.

The information and statements contained in this MD&A that are not historical facts are forward-looking statements. Forward-looking statements (often, but not always, identified by the use of words such as "seek", "plan", "continue", "estimate", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "expect", "may", "anticipate" or "will" and similar expressions) may include plans, expectations, opinions, or guidance that are not statements of fact. Forward-looking statements are based upon the opinions, expectations and estimates of management as at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements.

These factors are set forth under "Risks and Uncertainties" in the annual MD&A for the year ended December 31, 2021, which can be found on the SEDAR website at www.sedar.com.

Forward-looking information concerning the nature and timing of growth is based on the current budget of the Company (which is subject to change), factors that affected the historical growth of the Company, including sources of historic growth opportunities, in addition to our ability to successfully complete our projects and negotiate contracts and expectations relating to future economic, regulatory and operating

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conditions. Forward-looking information concerning the current and future competitive position of the Company's business and partnership relationships is based upon the current competitive environment in which the Company operates, management expectations relating to future economic and operating conditions, current and announced build programs, and the expansion plans of other organizations. Forward-looking information concerning the financing of future business activities is based upon the financing sources on which the Company and its predecessors have historically relied, prospectus for obtaining potentially new financing sources, and expectations relating to future economic and operating conditions, including interest rates, supply chains, global supply and demand, energy and commodity prices. Forward-looking information concerning future economic and operating conditions is based upon historical economic and operating conditions, as well as opinions of third-party analysts respecting anticipated economic and operating conditions. Although management of the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Accordingly, readers should not place undue reliance upon any of the forward-looking information set out in this MD&A. All the forward-looking statements of the Company contained in this MD&A are expressly qualified, in their entirety, by this cautionary statement. Except as required by law, the Company disclaims any intention or obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise.

BUSINESS OVERVIEW

Our Business

GIP is a clean energy company publicly traded on the TSX Venture Exchange. GIP's purpose is to create a sustainable and inclusive planet by developing clean energy, with a near-term focus on renewable natural gas ("RNG") projects. GIP acquires, develops, and builds RNG projects with the intention of building, owning and operating a portfolio of RNG facilities, and participates in a wide range of zero-carbon opportunities during any stage of the project lifecycle - from idea generation through to operations. GIP has a growing portfolio of RNG projects under development, representing over $2 billion in anticipated capital expenditures over the next three years. GIP is well positioned to be a leading producer of decarbonizing energy in North America. In addition to its core focus, GIP has a current portfolio of seven water and solids treatment and recycling facilities in Canada and a solids recycling business in the United States ("Water and Solids Treatment and Recycling").

The Company reports operating results for the following reportable segments:

• Water and Industrial- The Water and Industrial segment is currently comprised of operational and cash flowing assets that include Water and Solids Treatment and Recycling facilities in Canada and the United States. These facilities provide services to safely recycle and/or dispose of water and solids waste from third party operations as well optimizing and marketing the associated by- products.
• Energy Production- The Energy Production segment includes both under construction development and pre-development clean energy projects located in Canada and the United States. The current portfolio of projects within this operating segment includes RNG, biofuel and hydrogen distribution. The clean energy projects within the Energy Production segment are not yet operational and as such, have no associated revenue.

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Operations

The Water and Solids Treatment and Recycling facilities operate under a fee-for-service basis. Each of these facilities provides water and waste treatment and recycling services to multiple customers, including a mix of municipalities, governments, utilities, infrastructure, industrial, mining and energy companies in North America, depending upon the activities within the geographic region. The services are provided through area dedication agreements and state contracts, rather than volume-based commitments. Revenue and gross margin are also derived through optimizing and selling by-products associated with the waste products that are processed by the Company's facilities. For 2022, the Water and Solids Treatment and Recycling facilities are anticipated to generate approximately $12.0 million in gross margin.

Project Construction and Development Updates

GreenGas Colorado

The RNG project located in Weld County, Colorado in the United States (the "GreenGas Colorado Project") commenced construction in the summer of 2021 and is progressing on schedule. The GreenGas Colorado Project is being constructed on two farms in close proximity. The Company has feedstock agreements in place securing the long-term supply of organic waste. As a result of improved design and corresponding increases in the expected quantity of gas, the GreenGas Colorado Project is now expected to generate greater than 360,000 million British thermal units ("MMBtu") per annum of RNG.

The GreenGas Colorado Project is anticipated to produce gas at full capacity in early 2023. Once operating at full production, the GreenGas Colorado Project is anticipated to generate approximately $24 million per annum in EBITDA1.

The Company has in place a fixed-price Engineering, Procurement and Construction ("EPC") contract for the GreenGas Colorado Project. As at March 31, 2022, $39.6 million has been invested by GIP in the construction of this facility. All ground works are nearly complete including foundations, piping and wires, with treatment tank construction more than 50% complete. The total capital cost, including soft costs and fees associated with debt financing, is approximately $92.0 million. In December 2021, the GreenGas Colorado Project closed its non-recourse project debt financing for $48.2 million (USD$38 million). The debt facility includes both a construction and post-construction term loan facility. The construction facility bears interest at prime + 2.75%. The term loan facility amortizes fully over six years and bears interest at prime + 1.00%. Subsequent to quarter end, the Company entered into a fixed-rate interest rate swap to fix the floating interest rate during the six-year term loan at 7.35%.

The GreenGas Colorado Project has executed a 10-year offtake agreement with an A- rated counterparty to sell 100% of its RNG generation. The offtake agreement secures delivery of the GreenGas Colorado Project's RNG into the California Low Carbon Fuel Standard ("LCFS") and Renewable Identification Number ("RIN") markets. The Company's production and associated revenue is based on merchant pricing in these markets, less certain charges under the offtake agreement, including transportation. LCFS and RIN market pricing is a key risk for the GreenGas Colorado Project. GIP's estimates for LCFS, RIN and brown gas pricing are partially based on an independent third-party price forecast, as well as recent historical prices.

The graph below illustrates the revenue and EBITDA1 that GIP would have realized for this project based on the expected generation capacity using the actual market pricing over the historical period, adjusted for charges under the offtake agreement, including transportation, as well as a comparison of this historical

1 This is a non-IFRS financial measure. See the "Summary of Non-IFRS Measures" section.

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data to the Company's estimates for its first ten years of operations based on an independent third-party price forecast:

1. The 2019, 2020 and 2021 periods demonstrate the revenue and EBITDA that the GreenGas Colorado Project would have received based on the Company's estimated RNG production and the annual historical average pricing for LCFS, RIN and brown gas. The 2022 period demonstrates the same based on the actual Q1 2022 historical average pricing extrapolated for the full year.
2. The 10 Year Forecast represents the Company's average forecasted revenue and EBITDA for the GreenGas Colorado Project based on the Company's estimated RNG production of 360,000 MMBtu per annum and the estimated price anticipated to be received for the LCFS, RIN and brown gas per an independent third-party price forecast, net of transportation and other offtake charges. The chart is the Canadian dollar ("CAD") equivalent based on an average United States dollar to CAD exchange rate of 1.20.

Iowa RNG Project

During the quarter, the Company executed definitive agreements for a partnership in a dairy RNG project located in Iowa (the "Iowa RNG Project"). The Iowa RNG Project has secured long-term feedstock agreements with two dairies located in close proximity and is expected to generate approximately 280,000 MMBtu per annum of RNG. GIP is working with its partners to advance the final engineering and design and capital budget, as well as securing material permits, approvals, and financing. The Iowa RNG Project is similar in scope to the GreenGas Colorado Project and is anticipated to deliver its RNG into the California LCFS and RIN markets.

Later this year GIP anticipates an expansion to the Iowa RNG Project to include two additional sites, which will nearly double the size of the project. The Company expects to provide a further project update in the second quarter of 2022, including final size, capital costs and construction timeline. Subject to the receipt of material permits and approvals, and securing the necessary financing to commence construction, construction is anticipated to start in the second half of 2022 with RNG production commencing in late 2023.

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