NatureBank Announces Shares for Debt Transaction

July 9, 2019, Vancouver, British Columbia: NatureBank Asset Management Inc. (the “Company”) (TSX-V: COO, Frankfurt: 9EA) would like to announce it has entered into a shares for debt agreement (the “Agreement”) with a long term debt holder whereby the Company will issue 9,121,603 common shares at a deemed price of $0.10 per common share to satisfy an outstanding debt of CDN $912,603. This conversion represents approximately 50% of the outstanding debt owed to the debtholder at the time of conversion and settlement. The issuance of shares does not create a new control person in the Company. This debt settlement plan involves a cash consideration for the remaining 50% of the debt left outstanding (“Remaining Debt”), following the debt conversion, which is to be satisfied according to the following schedule:

(i) An initial payment by Naturebank to the debtholder in the sum of $221,400.00 (the “Initial Payment”);

(ii) Within 10 days of receiving second cash payment from Forest Finest Consulting (see press release dated 22 April 2019) Naturebank will pay to the debtholder:

a.the sum of $221,400.00; and

b.50% of the Remaining Debt (less the payments made in (i) and (ii) a.;

(iii) Upon the date that is 1 year from the Initial Payment, Naturebank will pay to the debtholder 25% of the Remaining Debt and accrued interest; and

(iv) Upon the date that is 2 years from the Initial Payment, Naturebank will pay to the debtholder 25% of the Remaining Debt and accrued interest.

The Remaining Debt will, while it remains outstanding, accrue interest at a rate of 10% per annum calculated and payable monthly. NatureBank and the debtholder have been working together proactively to settle this account, which dates back to the November 2012 acquisition of Offsetters Clean Technologies Inc. and Carbon Credit Corporation by the Company from the seller. All common shares issued in connection with the Agreement will be subject to the approval of the TSX Venture Exchange and will be subject to a four-month statutory hold period, in accordance with applicable securities legislation.

Phil Cull 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 including Aimia, Vancity, lululemon athletica, Catalyst Paper, Harbour Air, HSE - Entega, and Shell Canada Limited. NatureBank is publicly listed company on the Toronto Venture Exchange (TSX-V:COO) and in Frankfurt:9EA. Please visit us at www.NatureBank.com.

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 proposed transaction. 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, including the risks that required approvals will not be obtained or that other conditions to completion of the transaction will not be satisfied or waived and that the transaction will not close on the terms as anticipated by management of the Company or at all. The assumptions on which the forward looking statements contained herein rely include that required approvals will be obtained and the other conditions to completion of the transaction will be satisfied and the transaction will close on the expected terms. 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. 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.

David Rokoss

NatureBank Asset Management Inc.

Suite 300 – 948 Homer Street,

Vancouver BC, V6B 2W7

Telephone: 604-760-1997

Email: david.rokoss@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.