Mr. Jason Birmingham reports
ABOUND EXPANDS ITS ENERGY SOLUTIONS PLATFORM INTO HYDROGEN THROUGH DEFINITIVE H2SI(TM) AGREEMENT AND ANNOUNCES PRIVATE PLACEMENT
Abound Energy Inc., further to its news release of May 7, 2026, on June 26, 2026, entered into a definitive agreement with H2Si Power Inc. for the exclusive licensing and commercialization of H2Si, an on-demand hydrogen production technology designed for point-of-use deployment.
The agreement expands Abound's energy solutions platform beyond its existing long-duration energy storage and proprietary advanced air-cathode technologies by adding hydrogen production, creating a broader portfolio across storage, hydrogen and distributed energy.
H2Si generates hydrogen through a controlled reaction between silicon nanoparticles and water. The process uses no hydrocarbon-based feedstocks and produces hydrogen gas and silica without generating hydrocarbon byproducts.
Independent testing by researchers at the University of Saskatchewan confirmed that hydrogen was successfully produced from the reaction under controlled conditions.
Key highlights:
- Definitive agreement with H2Si for exclusive H2Si licensing and commercialization rights, together with a pathway to acquire the underlying intellectual property;
- Advancement of an initial commercial H2Si hydrogen production unit;
- Proposed $300,000 private placement and settlement of approximately $350,000 of outstanding debt, supporting the company's commercialization strategy and balance sheet improvement;
- Abound has secured its largest cathode material purchase order to date from an arm's-length customer, with anticipated revenue of more than $360,000 and an estimated gross profit margin of approximately 15 per cent to 25 per cent, supporting the continued commercialization of ZaeroTex;
- Secured a 200,000-euro arm's-length loan to support working capital, transaction costs and the company's commercialization strategy.
A broader energy platform
Designed for point-of-use deployment, H2Si may allow hydrogen to be produced closer to where it is consumed, reducing exposure to the cost, complexity and supply constraints associated with centralized production, compression, transportation, storage and delivery.
Abound plans to advance the platform across three commercial markets: H2Si for industrial hydrogen production, H2Si+ for fuel and mobility applications, and H2Si++ for distributed energy and power solutions.
Target applications include manufacturing, refining, fertilizer and chemical production, fleet fuelling, truck stops, marine and rail operations, and distributed or off-grid power systems supported by hydrogen fuel cells.
"H2Si adds point-of-use hydrogen production to Abound's existing energy storage and cathode platforms," said Keith Morlock, chief operating officer of Abound. "The agreement gives us exclusive commercialization rights, a path to ownership of the underlying intellectual property and a performance-based structure tied to the first commercial unit. Together, Zaeras, ZaeroTex and H2Si create a broader platform spanning energy storage, hydrogen production and distributed energy."
"Abound is the right partner to move H2Si from validated hydrogen production to commercial deployment," said Robert McKenzie, founder of H2Si "The platform was designed for point-of-use production across industrial, mobility and distributed energy markets."
Transaction terms
Under the definitive agreement, H2Si will receive five million common shares of Abound at a deemed price of eight cents per share, representing aggregate share consideration of $400,000.
Of these shares, one million will be issued upon closing, subject to applicable approvals. The remaining four million shares will be held in escrow and released only after a commercial unit utilizing H2Si technology, capable of producing up to 1,600 kilograms of hydrogen per day, has been commissioned and operated for 30 consecutive days, in each case subject to the production, operating cost and other performance thresholds set out in the agreement.
Until the escrowed shares are released, the voting rights attached to those shares will be exercised in accordance with the direction of Abound's board of directors.
The acquisition is an arm's-length transaction.
The agreement also provides Abound with a pathway to acquire the intellectual property associated with H2Si. The intellectual property will be assigned to Abound upon the achievement of a revenue milestone of $18-million in cumulative gross hydrogen sales. This structure links a substantial portion of the consideration to commercial performance and creates a path to long-term control of the technology. The issuance of all consideration shares remains subject to applicable securities laws, corporate approvals and approval of the Canadian Securities Exchange.
Commercial deployment
Abound will finance the initial commercial build, currently estimated at approximately $2-million. Financing may include public financings, loans, special-purpose vehicles, strategic project financing and other structures available to the company.
The company expects the initial H2Si commercial unit to become operational within approximately six months following completion of financing, subject to final engineering, fabrication, site readiness, commissioning, regulatory requirements and customary execution conditions.
Abound has also received a 200,000-euro loan from an arm's-length lender. The proceeds are expected to support working capital, transaction costs and continued execution of the company's commercialization strategy.
The loan bears interest at 15 per cent per annum and matures on May 31, 2027, in accordance with the loan agreement.
Support and guarantee agreement
In connection with the definitive agreement, H2Si's obligations to Abound are supported by a support and guarantee agreement among Abound, H2Si, Amerada R&D Ltd. and Mr. McKenzie. Under the support and guarantee agreement, each of Amerada and Mr. McKenzie has severally (and not jointly) guaranteed the due performance of H2Si's obligations under the definitive agreement, including obligations relating to the ownership of, and title to, the intellectual property being licensed and conditionally assigned to Abound, subject to an aggregate liability cap and other limitations set out in the agreement. Mr. McKenzie controls each of H2Si and Amerada.
Private placement and debt settlement
Abound intends to complete a non-brokered private placement for gross proceeds of up to $300,000 through the issuance of up to 3.75 million common shares at a price per share of eight cents.
The company also intends to settle approximately $350,000 of outstanding debt by issuing approximately 4,375,000 common shares at a deemed price of eight cents per share.
If completed in full, the private placement and debt settlement would result in the issuance of up to approximately 8,125,000 common shares, in addition to the five million consideration shares issuable to H2Si.
All securities issued in connection with the definitive agreement, private placement and debt settlement will be subject to applicable securities laws and statutory hold periods. The common shares issued under the debt settlement will also be subject to the one-year contractual resale restrictions.
Completion of these transactions remains subject to all necessary corporate and regulatory approvals, including approval of the Canadian Securities Exchange.
Certain insiders of the company are expected to participate in the proposed debt settlement and may also participate in the private placement. While the exact extent of insider participation has not yet been determined, any such participation will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects to rely on the exemption from the formal valuation requirement contained in Section 5.5(a) of MI 61-101 and the exemption from the minority shareholder approval requirement contained in Section 5.7(1)(a) of MI 61-101, on the basis that, at the time the transaction is agreed to, neither the fair market value of the securities to be issued to, nor the fair market value of the consideration to be received from, the related parties will exceed 25 per cent of the company's market capitalization. Further details, including the identity of the related parties, the extent of their participation, and the exemptions relied upon, will be provided in the company's news release and material change report to be filed in connection with the closing of the private placement and debt settlement.
No finders' fees or commissions are payable in connection with the acquisition or the debt settlement. Abound may pay finders' fees or commissions to eligible finders in connection with the private placement, in accordance with the policies of the Canadian Securities Exchange.
The acquisition, the private placement and the debt settlement, individually or in the aggregate, will not result in a change of control of the company.
Board transition
In connection with the definitive agreement, Dr. Simon Fan has stepped down from Abound's board of directors, effective immediately. He will continue to lead the advancement of Zaeras and the commercialization and manufacturing scale-up of ZaeroTex.
Abound thanks Dr. Fan for his leadership and service on the board. His departure creates the vacancy contemplated under the agreement for an H2Si-designated nominee. Any nominee will be considered in accordance with the agreement and subject to customary corporate and regulatory approvals.
Advancing ZaeroTex
Abound has secured its largest cathode-material purchase order to date from an arm's-length customer, with a value of more than $360,000. The company currently estimates a gross profit margin of approximately 15 per cent to 25 per cent on the order. The order is expected to carry associated production, fulfilment and operating costs consistent with the company's current commercialization stage; these costs have not yet been finally determined, and the actual gross profit and net contribution to operating results remain subject to final production, fulfilment and operating costs, and other execution variables, and may differ materially from the company's current estimates. The order represents an important commercial milestone and supports the continued commercialization of ZaeroTex, Abound's proprietary advanced air-cathode technology.
ZaeroTex is designed to support consistent performance and durability across a range of energy storage applications. The technology can be adapted for use with multiple chemistries and platforms, extending its potential beyond zinc-air systems.
Fulfilment of the purchase order remains subject to applicable production specifications, quality requirements, delivery terms and customer acceptance. The company will provide further updates as material milestones are achieved.
About Abound Energy Inc.
Abound develops and commercializes scalable, environmentally responsible energy technologies. Its portfolio includes: Zaeras, a zinc-air long-duration energy storage platform; ZaeroTex, its proprietary advanced air-cathode technology; and H2Si, an on-demand hydrogen production platform for which Abound holds exclusive commercialization rights.
Together, these technologies are designed to support grid resilience, renewable energy integration and the growing demand for flexible, distributed energy systems.
About Abound's technologies
Zaeras is a zinc-air long-duration energy storage platform designed to store and deliver electricity on demand while supporting renewable energy integration and grid stability.
ZaeroTex is Abound's proprietary advanced air-cathode technology, developed to support consistent performance and durability across a range of energy storage applications. It is designed for use beyond zinc-air systems and can be adapted to different chemistries and platforms, providing flexibility across multiple energy storage approaches.
H2Si produces hydrogen on demand through a controlled silicon-water reaction and is being developed as a modular, point-of-use platform for industrial, mobility and distributed energy applications.
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