Naturebank Announces Closing of Updated Convertible Debenture Offering for Proceeds of $250,000 and Receives Exchange Approval for Restricted Share Unit Plan

May 5, 2021, Vancouver, British Columbia: NatureBank Asset Management Inc. (the “Company”) (TSX-V: COO, Frankfurt: 9EA) is pleased to announce that it has received TSX Venture Exchange (the “Exchange”) approval for its updated convertible debenture agreement (the "Updated Convertible Debenture") with Guy O'Loughnane (the "Lender"), following guidance provided by the Exchange.

As initially announced on February 26th, 2021, the Lender would loan the Company the principal sum of CDN$250,000 (the "Principal").As a result of the guidance provided by the Exchange, in conjunction with discussions with the Lender, interest on the Principal has been adjusted to a rate of ten (10%) percent simple annual interest, from the previously established rate of six (6%) percent. The Principal and interest due under the Updated Convertible Debenture remains convertible, in whole or in part, to common shares of the Company, however a new conversion price of CDN$0.125 has been established, instead of the previously proposed $0.10 of Principal per common share. Any interest which is converted must be converted at then prevailing market prices for the Company's common shares.

There were no changes to the repayment schedule of the Updated Convertible Debenture. The Updated Convertible Debenture will mature in tranches, with CDN$50,000 of the Principal maturing and becoming due and payable upon demand every six months commencing on its twelve-month anniversary. Demand for payment of the Principal may only be made by the Lender to the extent that a tranche has become due and payable. Payment of a tranche may be made by the Company, without demand by the Lender, upon ten (10) days' notice to the Lender.

The Principal will be used to pay certain existing outstanding debt of the Company and replace that debt with the Updated Convertible Debenture.

The Updated Convertible Debenture is a "related party transaction" as defined under MI 61-101 as the Lender is a director of the Company but it is exempt from minority shareholder approval requirements under MI 61-101 given its fair market value is less than 25% of the Company's market capitalization. The Updated Convertible Debenture is exempt from formal valuation requirements under MI 61-101 due to the Company being a venture issuer.

Additionally, the Company is pleased to announce that it has received Exchange approval for its Restricted Share Unit (“RSU”) Plan (the “Plan”). Under the Plan, the Company has reserved 10,765,000 shares for issuance as RSU’s, and a maximum of 1,585,535 shares for issuance under the Company's existing stock option plan.

On Behalf of the Board of Directors

Phil Cull
President and CEO
NatureBank Asset Management Inc.

About NatureBank

NatureBank specializes in advisory, technology and project investment services applied to sustainable commodities and ecological assets, with a primary focus on carbon. We provide our customers with a multidisciplinary approach to managing risk, enhancing asset performance and securing commercial returns. While managing climate change risk, we improve livelihoods and sustainability in project regions. Through our advisory services team and our subsidiary company, Offsetters, we help organizations understand, reduce and offset their climate impact. With offices in Vancouver, British Columbia; and Portland, Oregon; our team has a global reach. We have worked with over 200 leading business organizations. NatureBank is a publicly listed company on the Toronto Venture Exchange (TSX-V:COO) and in Frankfurt:9EA. Please visit us at www.NatureBank.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.

Forward Looking Statements

This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include statements regarding the anticipated terms of any proposed transaction or engagement. Information and statements which are not purely historical fact are forward-looking statements. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Furthermore, the Company is presently unable to fully quantify the impact that the Covid-19 pandemic will have on its operations and recognizes that certain eventualities may affect planned or assumed performance moving forward. Negative impacts, such as limitations on our employees' ability to travel to international project sites or our customer’s inability to perform to expectation as a result of the pandemic may result in outcomes that are different than those currently expected. As such, any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

For more information regrading the Company, please contact:

David Rokoss

NatureBank Asset Management Inc.
Suite 300 – 948 Homer Street,
Vancouver BC, V6B 2W7
Telephone: 604-760-1997
Email: david.rokoss@NatureBank.com