FuelPositive Achieves Key Financing Milestone, Positions Company for Demonstration and Commercialization

Years of strategic investment in engineering, governance, research and partnerships position FuelPositive to complete activation and begin demonstration of its decentralized Green Ammonia technology, advancing toward commercialization.

In This Release

• Financing and Debt Conversion
• Building a Stronger Company
• Expanding Technical Expertise
• Preparing for Demonstration
• Looking Beyond the First System
• Strengthening the Corporate Foundation
• Leadership Commentary
• Annual General Meeting
• Warrant Extension

WINNIPEG, Manitoba, Aug. 7, 2026 /CNW/ -- FuelPositive Corp. (TSX Venture: NHHH) ("FuelPositive" or the "Company") today announced the successful completion of its latest financing and related debt conversion, marking an important step in the Company's evolution as it prepares to enter the demonstration phase of its decentralized Green Ammonia technology and continue its path toward commercialization.

Financing Details

Further to its news releases of June 11, 2026, and July 31, 2026, the Company has closed its non-brokered private placement financing through the issuance of 85,250,000 units (each, a "Unit") at a price of $0.05 per Unit for aggregate gross proceeds of $4,262,500 (the "Offering") on August 5, 2026. Each Unit consists of one common share of the Company ("Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable at a price of $0.08 for a period of sixty months, provided that in the event the ten-day volume-weighted average closing price of the Common Shares on the TSX Venture Exchange (the "TSXV") exceeds $0.40, the Company will have the right to accelerate the expiry of the Warrants.

The Company intends to use the gross proceeds from the Offering to advance the activation and demonstration phases of its Manitoba system, support ongoing operations and working capital requirements.

In connection with completion of the Offering, the Company paid finder's fees of $38,500 and issued 770,000 non-transferable common share purchase warrants (each, a "Finders' Warrant") to certain arms-length parties (each, a "Finder") who assisted in introducing subscribers to the Offering. Each Finders' Warrant entitles the holder to acquire one Common Share of the Company at a price of $0.08 until August 5, 2031.

All securities issued in connection with the Offering are subject to restrictions on resale until December 6, 2026, in accordance with applicable Canadian securities laws.

Debt Settlement

The Company also announces that it has received TSXV approval and has settled outstanding indebtedness in the aggregate of $1,904,205 owing to certain arm's-length service providers, with the exception of Andre Mech, a director of the Company, through the issuance of 1,900,000 Common Shares and 35,452,44 units ("Debt Units") as follows (the "Debt Settlement"):

• An aggregate of $95,000 in outstanding indebtedness through the issuance of 1,900,000 Common Shares at a deemed price of $0.05 per Common Share in respect of Andre Mech, a director of the Company.
• An aggregate of $768,250 in outstanding indebtedness through the issuance of 14,633,334 Debt Units at a deemed price of $0.0525 per Debt Unit. Each Debt Unit consists of one Common Share and one common share purchase warrant (each, a "Debt Warrant"). Each Debt Warrant will be exercisable at a price of $0.07 for a period of sixty months.
• An aggregate of $1,040,955 in outstanding indebtedness through the issuance of 20,819,110 Debt Units at a deemed price of $0.05 per Debt Unit. Each Debt Unit consists of one Common Share and one Debt Warrant. Each Debt Warrant will be exercisable at a price of $0.08 for a period of sixty months.

In addition, the Company also settled an aggregate of $278,940.51 outstanding indebtedness through the issuance of 9,298,017 Debt Units at a deemed price of $0.03 per Debt Unit, further to its press releases dated December 4, 2024, and January 15, 2025. Each Debt Unit consists of one Common Share and one Debt Warrant. Each Debt Warrant will be exercisable at a price of $0.05 for a period of sixty months.

In connection with completion of the Debt Settlement, the Company paid finder's fees of $15,000 and issued 300,000 Finders' Warrant to an arms-length Finder who assisted in introducing one of the original creditors. Each Finders' Warrant entitles the holder to acquire one Common Share of the Company at a price of $0.08 until August 5, 2031. All securities issued in connection with the Debt Settlement are subject to restrictions on resale until December 6, 2026, in accordance with applicable securities laws.

Andre Mech, a director of the Company, is a "related party" of the Company pursuant to Multilateral Instrument 61-101 – Protection of  Minority Security Holders in Special Transaction ("MI 61-101") and participated in the Debt Settlement. Accordingly, the Debt Settlement constitutes a "related party transaction" within the meaning of MI 61-101. Mr. Mech received an aggregate of 1,900,000 Common Shares at a deemed price of $0.05 per Common Share pursuant to the Debt Settlement. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the Common Shares issuable to the related party does not exceed 25% of the Company's market capitalization. The Company did not file a material change report in respect of the Debt Settlement on SEDAR+ less than 21 days prior to the anticipated closing date as the Company determined it was necessary to complete the Debt Settlement on an expedited basis in order to reduce liabilities and maintain operations.

The successful completion of this financing reflects the continued confidence of investors and long-term stakeholders who share FuelPositive's vision of decentralized Green Ammonia production. At a time when raising capital has remained challenging for many emerging technology companies, the Company is encouraged by the continued support of existing and new investors who recognize the need for practical, decentralized solutions that strengthen agriculture, improve food security and support remote communities.

More importantly, the financing enables FuelPositive to continue executing the next phase of its business plan. Years of engineering, corporate development and strategic preparation have converged to position the Company for demonstration, providing the opportunity to validate its technology under real operating conditions while continuing to advance toward commercialization.

Building a Stronger Company

Although public announcements have been less frequent over the past two years, FuelPositive has been diligently focused on strengthening every major aspect of the Company.

Rather than concentrating on a single initiative, FuelPositive has advanced engineering, manufacturing readiness, governance, financing, research collaborations, strategic partnerships, supplier relationships and commercialization planning simultaneously. Each initiative has contributed to a stronger organization that is better positioned for long-term growth.

Many of these efforts have progressed concurrently, reflecting a disciplined approach to strengthening both the Company's technology platform and its corporate foundation. These investments have established the organizational, technical and financial capabilities needed not only to support demonstration, but also future manufacturing, commercial deployment and continued innovation. Collectively, they represent two years of intense work to prepare FuelPositive for its next stage of development.

The successful completion of this financing is another important step in that progression. It strengthens the Company's financial position as FuelPositive enters its next stage of development.

As activities increasingly shift from preservation and planning toward implementation and demonstration, the Company's focus is turning to execution, operational performance and commercial readiness.

Expanding Technical Expertise

FuelPositive continues to benefit from an expanding network of engineering firms, researchers, contractors and strategic collaborators who share the Company's long-term vision.

Today, engineering disciplines, specialized contractors, researchers and strategic advisors are working in parallel toward a common objective: successfully demonstrating FuelPositive's technology and supporting its transition toward commercialization.

Long-standing engineering partners, led by Stantec, continue to support the activation and demonstration project alongside specialized contractors across the electrical, mechanical and chemical disciplines.

Core team consultants have resumed key technical responsibilities, bringing valuable continuity and years of hands-on experience as FuelPositive transitions to its next stage.

At this transformative stage, the Company has expanded its collaboration with Dr. Ibrahim Dincer and his research team. Their internationally recognized expertise will contribute to validating the Company's first demonstration system while supporting essential safety protocols, future optimization, IP development and the continued evolution of FuelPositive's technology through advanced research and chemical engineering.

FuelPositive also recognizes the dedication of its employees, whose commitment, alongside that of its Board of Directors, investors, engineering partners, researchers, contractors, suppliers and strategic collaborators, has been instrumental in advancing the Company to this important stage of development.

Preparing for Demonstration

FuelPositive is currently focused on the activities required to begin demonstrating its decentralized Green Ammonia technology under real operating conditions in Manitoba.

As expected with any first-of-its-kind technology deployment, the Company continues to satisfy the remaining utility integration and regulatory requirements associated with its Manitoba demonstration project. While these requirements have added complexity and extended timelines beyond those typically encountered in many other jurisdictions, FuelPositive remains focused on completing this phase and moving into demonstration as efficiently and responsibly as possible.

At the same time, the Company continues advancing future deployment models designed to reduce reliance on conventional utility infrastructure. FuelPositive believes energy-independent configurations, including off-grid applications, have the potential to simplify future deployments, expand commercial opportunities and provide greater flexibility for farmers, remote communities and industrial users.

These efforts reflect the Company's long-term objective of developing a platform capable of serving a broad range of operating environments while supporting future commercial growth.

The demonstration phase will represent the first opportunity to validate FuelPositive's technology while welcoming prospective customers, researchers, strategic partners, government representatives, Indigenous communities and industry stakeholders to experience the system firsthand.

Beyond validating system performance, the demonstration program is expected to generate valuable operational knowledge, performance data and customer feedback that will support manufacturing readiness, future product development and broader commercial deployment. The Company views this phase as an important bridge between years of development and the next stage of commercialization.

Looking Beyond the First System

FuelPositive's vision has always extended well beyond demonstrating a single system.

Even as the Company prepares for demonstration, development of future generations of its technology continues. Drawing on engineering experience, research collaborations, and feedback from farmers and other prospective customers, FuelPositive is evaluating enhancements intended to improve performance, simplify deployment, support energy-independent configurations, and address the evolving needs of agriculture, remote communities, and future industrial markets.

By advancing next-generation development in parallel with demonstration activities, the Company expects to incorporate real-world operating experience directly into future commercial products while broadening the long-term applicability of its technology.

FuelPositive believes this continuous approach to innovation will strengthen the scalability and modularity of its platform and support long-term value creation as commercialization progresses.

Strengthening the Corporate Foundation

Alongside technical progress, FuelPositive has continued building the business infrastructure required for its next stage of development.

Over the past two years, the Company has enhanced its governance, financial and organizational capabilities to support future commercialization.

The Board of Directors has remained actively engaged throughout this process, supporting the Company's long-term strategy, reinforcing its governance framework and helping position FuelPositive for sustainable growth.

FuelPositive recently transitioned its primary banking relationship from RBC to Steinbach Credit Union. The Company believes Steinbach Credit Union's deep agricultural roots, entrepreneurial focus and commitment to innovation make it a stronger long-term financial partner whose values closely align with FuelPositive's mission and the communities it intends to serve.

The Company has also transitioned its bookkeeping and accounting services to MNP LLP, one of Canada's leading national accounting, tax and business advisory firms. This transition further strengthens FuelPositive's financial infrastructure as the Company prepares for future growth and commercialization.

Taken together, these initiatives reflect FuelPositive's commitment to building not only innovative technology, but also a disciplined, resilient organization capable of supporting long-term execution.

Leadership Commentary

Despite continued challenges in the capital markets, FuelPositive continues to see interest from investors, researchers, industry participants and prospective customers who recognize the long-term potential of decentralized Green Ammonia production and the opportunities it can create across agriculture and other sectors.

Luna Charlebois, Chief Impact Officer and Director, commented:

"The past several years have tested this Company, but they have also made FuelPositive stronger, more disciplined and more determined. Behind this milestone are years of engineering, research, problem-solving and an extraordinary amount of work by people who continued to believe in what we are building and why it matters.

We are now approaching the moment when that work can move into real-world demonstration. For us, this has never been about building a single system. It is about creating a practical platform that can give farmers and communities greater control over something fundamental to their future: how and where essential inputs are produced.

We are deeply grateful to the shareholders, partners and team members who have helped us reach this stage, and incredibly energized by what comes next.

Ian Clifford, CEO and Chair, commented:

"Completing this financing, together with the conversion of debt into equity, represents an important milestone in FuelPositive's evolution and strengthens the foundation from which we can execute our next phase. The decision of key stakeholders to convert debt into equity reflects a shared commitment to FuelPositive's long-term success.

We are particularly grateful for the support demonstrated by our investors, suppliers and long-standing stakeholders, many of whom have stood with the Company through an exceptionally demanding period of development. That support has allowed us to preserve years of engineering and intellectual capital while building the team and corporate foundation required to move forward.

Demonstrating our technology under real operating conditions is the next critical step. It will allow us to validate years of development, generate the operational knowledge that will shape future systems and advance our preparations for broader commercial deployment.

Looking at FuelPositive today, I believe we have the strongest technical, organizational and strategic foundation we have had since the Company began, and we are ready to execute on the opportunity ahead."

Annual General Meeting

FuelPositive looks forward to welcoming shareholders to its Annual General Meeting on August 11, 2026, at 4:00 p.m. Eastern Time.

The Board views this year's Annual General Meeting as an important opportunity to recognize the resilience, commitment and long-term perspective that have characterized FuelPositive's journey. The Company believes the work completed over the past two years has positioned FuelPositive to enter its next stage from a position of greater strength and readiness than at any previous point in its history.

Warrant Extension

The Company announces that the proposed extension of 22,096,123 common share purchase warrants, previously announced on July 13, 2026, was not approved by the TSXV. As a result, the Company is not proceeding with the proposed extension.

About FuelPositive:

Fertilizer Independence and Farming Resilience
FuelPositive is a Canadian clean-tech company transforming agriculture through decentralized, on-farm Green Ammonia production systems. By enabling farmers to produce their own green nitrogen fertilizer and carbon-free fuel on-site, the Company is redefining the ammonia industry and putting control directly in the hands of those who feed the world. This model reduces reliance on volatile supply chains and unpredictable pricing, helping farmers secure their livelihoods and plan for the future.

Each tonne of ammonia produced by a FuelPositive system prevents up to two tonnes of CO2e emissions, offering both environmental and economic advantages. Designed for simplicity, reliability, and remote monitoring, the Company's containerized systems integrate seamlessly into farm operations. Made in Canada for Canadian conditions, they are engineered to be as straightforward to operate as they are impactful.

The first FP300 demonstration system, installed on an 11,000-acre grain farm in Sperling, Manitoba, is designed to produce 100 metric tonnes of Green Ammonia annually. This unit serves as the foundation for the FP1500 commercial system, which can generate 500 metric tonnes annually for farms of about 10,000 acres. Powered by sustainable electricity, the systems produce carbon-free ammonia on demand, offering a decentralised, cost-effective alternative to animal manure and fossil-fuel-based fertilizers and fuels.

The delivery of the FP300 to Tracy and Curtis Hiebert's farm in Sperling, Manitoba, marked a milestone in sustainable agriculture. Once activated, the system will demonstrate how local production can improve farm economics, reduce environmental impact, and strengthen resilience to climate change, market fluctuations, and global supply chain disruptions.

FuelPositive aims to position Canada as a global centre of excellence for decentralized Green Ammonia production and to establish a world-leading manufacturing hub. Supported by Stantec, one of the world's top engineering and consulting firms, this initiative will drive economic growth, create high-value jobs in engineering, science, and skilled trades, and promote a more resilient and sustainable food system. FuelPositive is based in Ontario and Manitoba, Canada, and is listed on the TSX Venture Exchange under the symbol NHHH and on the OTCQB in the USA under the symbol NHHHF.

Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") that are based on expectations, estimates and projections as of the date of this news release. The information in this release about future plans and objectives of the Company is forward-looking statements. These forward-looking statements are based on the Company's management's assumptions and estimates at the time they were made and involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect.

Many of these uncertainties and contingencies can directly or indirectly affect actual results. They could cause actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that forward-looking information will prove accurate, as actual results and future events could differ materially from those anticipated in such statements.

Forward-looking information is provided to convey management's expectations and plans for the future. The Company disclaims any intention or obligation to update or revise any forward-looking information or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

SOURCE FuelPositive Corp.

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