Greenbank Holdings US Inc. signed a term sheet to acquire Greenbank Ventures Inc. (TSXV:GBNK.H) in a reverse merger transaction on January 21, 2021. As per the consideration, Greenbank Ventures will issue 17 million shares to the shareholders of Greenbank Holdings to acquire 17 million outstanding shares. Greenbank Ventures will seek to de-list from the TSX-V prior to closing of the proposed transaction and will apply for listing to the Canadian Securities Exchange ("CSE"), subject to fulfilling the CSE’s listing requirements. Upon completion of the proposed transaction, a Promissory Note and Security Agreement shall terminate; and Greenbank Ventures and Greenbank Holdings shall complete a financing of up to CAD 2,000,000 within 180 days of listing on the CSE. Completion of the proposed transaction is subject to certain conditions precedent, which will be set forth in a definitive agreement and subject to regulatory and shareholder approval. The Term Sheet provided for a 90-day exclusivity period, which expired on May 9, 2021, during which certain conditions would be satisfied and a definitive agreement would be executed. To the date of these consolidated financial statements, the parties continue to have informally and voluntarily agree upon an extension on completion of the proposed transaction.