Mr. Ian Clifford reports

FUELPOSITIVE ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Fuelpositive Corp. intends to complete a non-brokered private placement of units at a price of five cents per unit, for aggregate gross proceeds of up to $4.5-million.

Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will be exercisable at a price of eight cents for a period of 60 months, provided that in the event the 10-day volume-weighted average closing price of the common shares on the TSX Venture Exchange exceeds 40 cents, the company will have the right to accelerate the expiry of the warrants. The company expects to complete the offering in one or more tranches over the coming weeks.

The company has received subscriptions and commitments representing more than $4.0-million of the offering and expects to complete an initial closing in the coming days, followed by one or more additional closings thereafter. The offering remains open to additional subscribers, subject to the company's allocation requirements and the receipt of all necessary approvals.

The company intends to use the gross proceeds from the offering to advance the demonstration phases of its Manitoba system, support continuing operations and working capital requirements, and reduce outstanding accounts payable and accrued liabilities incurred in the ordinary course of business.

Settlement

The company also announces that it will settle certain outstanding indebtedness by issuing units as follows:

• An aggregate of $791,250 in outstanding indebtedness through the issuance of 15,071,429 debt units at a deemed price of 5.25 cents per debt unit. Each debt unit consists of one common share and one common share purchase warrant. Each debt warrant will be exercisable at a price of seven cents for a period of 60 months;
• An aggregate of $1,123,670.01 in outstanding indebtedness through the issuance of 22,473,400 debt units at a deemed price of five cents 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 eight cents for a period of 60 months.

The indebtedness is owed by the company to certain arm's-length service providers, with the exception of Andre Mech, a director of the company.

All securities issued in connection with the offering and the debt settlement will be subject to resale restrictions for four months and one day, in accordance with applicable securities laws. Upon completion of the offering, the company may pay finders' fees to eligible third parties who have assisted in introducing subscribers to the offering. The completion of the offering and the debt settlement remains subject to the approval of the TSX Venture Exchange.

Andre Mech, a director of the company, is a related party of the company pursuant to Multilateral Instrument 61-101, Take Over Bids and Special Transactions, and is expected to participate in the debt settlement. Accordingly, the debt settlement constitutes a related party transaction within the meaning of MI 61-101. It is expected that Mr. Mech will receive an aggregate of 2,169,640 debt units at a deemed price of five cents per debt unit 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(b) and 5.7(a) of MI 61-101, on the basis that the fair market value of the debt units issuable to the related party does not exceed 25 per cent 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 due as the company determined it was necessary to complete the debt settlement on an expedited basis in order to reduce liabilities and maintain operations.

About Fuelpositive Corp.

Fertilizer independence and farming resilience

Fuelpositive is a Canadian cleantech (clean technology) 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, Man., 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 decentralized, 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, Man., 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 United States under the symbol NHHHF.

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