On May 5, 2023, BioPower Operations Corporation, a Nevada corporation entered into a Joint Venture Agreement with POWGEX ENERGY PTY LTD., a South Africa limited liability company. Pursuant to the terms of the Agreement, the Company will form a joint venture with POWGEX to conduct renewable energy projects in South Africa. The parties intend to enter into agreements and conduct renewable energy projects with the Sovereign Government of South Africa and its related ministries.

The Company will arrange for an investment in POWGEX of $6 million in the form of a note, loan or bond within 30 days of the Agreement's effective date. POWGEX will loan $1 million to the Company, to be repaid with funds that the Company will raise for POWGEX. The Company will raise up to $450 million for investment in POWGEX within 90 business days of the Agreement's effective date.

The Company will own a 19.99% interest (applicable to equity, profits, dividends, cash distributions, etc.) in the entities formed under the joint venture, and the remainder will be owned by POWGEX. POWGEX will pay the Company a management advisory fee of 1.5% of all investment capital raised for all projects in the joint venture. POWGEX will sell between 2.22% to 19.99% of its outstanding equity interest to the Company, in proportion to the amount of the total $450 million raised by the Company on behalf of POWGEX.

The Company will sell between 1.11% to 15.00% of its outstanding equity interests to POWGEX, in proportion to the amount of the total $450 million raised by the Company on behalf of POWGEX. If one of the parties terminates the Agreement, breaches the Agreement or tries to sell the shares of the other party that were received pursuant to the Agreement, the other party will have the right to repurchase any or all of such shares held by the party who triggers the repurchase right under the Agreement. The Agreement also requires the Company to sell up to 15% of its outstanding common stock to James Waithaka and Kip Harris, officers of POWGEX, split equally, for up to $50 million upon the completion of the other terms of the Agreement outlined above.