Captiva Announces Share Repurchase Agreement

Vancouver, British Columbia –
Newsfile Corp. – August 30, 2024 – Captiva Verde Wellness Corp. (CSE: PWR) (OTC Pink: CPIVF) (“Captiva Verde”) a public company listed on the Canadian Securities Exchange under the trading symbol
PWR and further listed on the US OTC Market under the symbol
CPIVF announces that the Company has entered into a share repurchase agreement (the “Repurchase Agreement“) with its wholly-owned subsidiary, 1435300 B.C. Ltd. (“Sonny Sports Holdco“), Ronnie Strasser (“Strasser“) and certain shareholders of the Company listed in Schedule “A” thereto (the “Purchasing Shareholders“), pursuant to which the Company expects to, subject to receipt of all required regulatory approvals, transfer its interest in Sonny Sports Holdco to Strasser and the other Purchasing Shareholders in exchange for the Purchasing Shareholders arranging for the return of an aggregate of 89,000,000 common shares in the capital of the Company (each common share, a “Common Share“) to the treasury of the Company for cancellation at a deemed price of $0.02 per Common Share and an aggregate of 55,000,000 Common Share purchase warrants (each, a “Warrant“) for cancellation at a deemed price of $0.00001 per Warrant.

Jeff Ciachurski, CEO of Captiva, commented: “This proposed transaction unwinds the acquisition of 1435300 B.C. Ltd. in August 2023, enabling the Company to re-focus on its original business previously described in its prospectus of September 20, 2018, and related Canadian Securities Exchange filings.”

In connection with the Repurchase Agreement, the Company will enter into an option agreement (the “Option Agreement“) with Strasser and certain shareholders of the Company (collectively, the “Strasser Group“), pursuant to which the Strasser Group will grant to the Company the option to identify purchasers of up to 37,000,000 Common Shares beneficially owned or controlled, directly or indirectly, by any member of the Strasser Group at a price of C$0.02 per Common Share.

Additionally, pursuant to the terms and conditions of the Repurchase Agreement, the Company will enter into a debt assumption and settlement agreement (the “Consulting Debt Assumption and Settlement Agreement“) with Strasser and Sonny Sports Holdco, pursuant to which the Company will assume C$858,249.09 of liabilities owed to Strasser and his affiliates by Sonny Sports Holdco under a consulting agreement dated August 31, 2023, between Sonny Sports Holdco and Strasser (the “Consulting Assumed Indebtedness“), and settle the Consulting Assumed Indebtedness in exchange for 1,500,000 common shares in the capital of Greenbriar Sustainable Living Inc. (each, a “Greenbriar Share“) expected to be issued to the Company in satisfaction of a portion of the debt owed by Greenbriar Capital (U.S.) LLC (“Greenbriar USA“) to the Company under the joint venture settlement agreement between the Company and Greenbriar USA dated June 22, 2023, as amended August 21, 2023. The Company will also enter into a mutual release (the “Mutual Release” and, collectively with the Option Agreement and the Consulting Debt Assumption and Settlement Agreement, the “Ancillary Agreements“) with Sonny Sports Holdco, Jeffrey J. Ciachurski, and Strasser, pursuant to which, among other things and subject to certain limitations, the Company will release Sonny Sports Holdco and Strasser from all claims and Sonny Sports Holdco and Strasser will release the Company and Jeffrey J. Ciachurski from all claims.

The completion of the transactions contemplated by, or in connection with, the Repurchase Agreement and the Ancillary Agreements is subject to the receipt of all required regulatory approvals. The transactions described herein may not close on the terms described above or at all.

On Behalf of the Board of Directors

Jeffrey Ciachurski

Chief Executive Officer and Director

Cell: (949) 903-5906

E-mail:
westernwind@shaw.ca

Neither Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

This news release includes “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities laws and United States securities laws (together, “forward-looking statements”). All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the expansion of Captiva’s health and wellness platform.

Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “potential”, “target”, “budget”, “propose” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: general business and economic conditions. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include those described under the heading “Risks and Uncertainties” in the Company’s most recently filed MD&A (a copy of which is available under the Company’s SEDAR profile at
www.sedarplus.ca). The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

The issuer is solely responsible for the content of this announcement.