Mr. Benoit Veilleux reports

CHARBONE ANNOUNCES TERM SHEET WITH RIVERFORT FOR $10M CONVERTIBLE LOAN

Charbone Hydrogen Corp. has entered into a secured convertible loan term sheet dated March 30, 2026, that provides for up to $10-million of financing from RiverFort Global Capital Ltd., representing a significant milestone in Charbone's current financing and growth strategy.

The convertible loan provides for a $10-million secured convertible loan commitment, including an initial $2.15-million first drawdown that will become available upon the signature of a definitive agreement with RiverFort and concurrent closing, subject to approval by the TSX Venture Exchange. The company is currently working with the RiverFort team on the definitive agreement for the convertible loan. If completed, the convertible loan is expected to provide Charbone with growth capital to advance further in its hydrogen production capacity investments and to accelerate development timelines.

"This first step in establishing a strategic financing with RiverFort represents a transformative step for Charbone. It not only provides the capital to accelerate our hydrogen production projects, including our Sorel-Tracy project, but also gives us the flexibility to pursue industrial gases growth," said Benoit Veilleux, Charbone's chief financial officer and corporate secretary. "With this long-term partner and a strengthened balance sheet, we are well positioned to execute our growth strategy and create sustainable shareholder value."

Financing highlights:

• Up to $10-million secured convertible loan, structured in multiple drawdowns;
• The first drawdown consists of a $2.15-million initial advance payable at closing;
• The second drawdown of up to $3-million may be advanced to the company prior to the date falling six calendar months from the first drawdown closing and subject to mutual agreement, and the remaining $4.85-million will be available to be drawn in aggregate during the convertible loan term, subject to mutual agreement between the company and RiverFort and customary conditions set out in the convertible loan agreement;
• The first drawdown is convertible, at the option of the lender, into units composed of one common share of the company and 0.3 of a warrant, at a conversion price of 15 cents per unit.
• Any subsequent drawdowns will be convertible, at the option of the lender, into common shares at a conversion price per common share at a 25-per-cent premium to the five daily volume-weighted average prices of the common shares immediately preceding their drawdown date, reflecting a premium pricing structure aligned with future growth and scale;
• Each whole warrant issued in connection with the first drawdown of $2.15-million will be exercisable to acquire one additional common share in the capital of Charbone, at a price per share of 19.5 cents, for a period of 48 months, subject to a maximum of five years from the convertible loan closing date;
• Drawdowns under the convertible loan are available for a three-year term, with each drawdown repayable over 18 months;
• 12-per-cent annual interest payable in cash every four months;
• If not converted before, 10 per cent of the first drawdown shall be repaid at the end of six months, 20 per cent at the end of 12 months and 70 per cent on maturity date;
• An implementation fee of 5 per cent of the first drawdown will be paid in cash on closing, and a non-refundable $20,000 due diligence fee has already been paid;
• Secured with a first-rank universal mortgage in Charbone Hydrogen Quebec Inc. (Sorel-Tracy project);
• The securities issued upon any conversion of the principal amount of the convertible loan will be subject to the statutory four-month hold period in Canada.

September, 2025, convertible replacement debenture conversion

Charbone announces the partial conversion of the September, 2025, convertible replacement debentures, issued and announced on Oct. 1, 2025, for an amount of $1.15-million.

About Charbone Hydrogen Corp.

Charbone is a developer and producer of clean ultrahigh-purity hydrogen with a growing industrial gas distribution platform. Through a modular approach, Charbone is focused on developing a network of clean hydrogen production facilities throughout North America and select markets abroad, starting with its flagship Sorel-Tracy project in Quebec. The company's integrated model reduces risk, enhances scalability and enables diversified revenue streams through partnerships in helium and other specialty gases. Charbone is committed to supporting the global transition to a lower-carbon economy by providing accessible, decentralized clean hydrogen and specialty gas solutions while supporting underserved industrial gas customers and accelerating the shift to localized clean energy. Charbone is listed on the TSX Venture Exchange, the OTC Markets and the Frankfurt Stock Exchange.

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