Mr. Ian Clifford reports
FUELPOSITIVE PROVIDES UPDATE TO PREVIOUSLY ANNOUNCED NON-BROKERED PRIVATE PLACEMENT
At the request of the TSX Venture Exchange, Fuelpositive Corp. is providing certain additional information relating to its previously announced non-brokered private placement of units at a price of five cents per unit, for aggregate gross proceeds of up to $4.5-million, as more particularly described in the company's news release dated June 11, 2026. To date, the company has received subscriptions for an aggregate of 85.25 million units for aggregate gross proceeds of $4.26-million and is anticipated to close the offering in the coming days, subject to the company receiving the approval of the TSX-V.
Except as described in this news release, there have been no material changes to the offering or debt settlement (as defined below) previously announced by the company.
Settlement
Concurrently with the closing of the offering, the company intends to complete the previously announced settlement of certain outstanding indebtedness by issuing units as follows:
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An aggregate of $95,000 in outstanding indebtedness through the issuance of 1.9 million common shares at a deemed price of five cents per common share in respect of Andre Mech, a director of the company;
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An aggregate of $768,250 in outstanding indebtedness through the issuance of 14,633,334 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;
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An aggregate of $1,040,955.48 in outstanding indebtedness through the issuance of 20,819,110 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.
Convertible debenture
As part of the debt settlement, the company will be settling existing indebtedness in the aggregate amount of $165,000 (representing a principal amount of $150,000 together with interest accrued thereon to date as permissible under the policies of the TSX-V) pursuant to the terms of a convertible debenture agreement entered into by the company on March 26, 2026, with an arm's-length creditor.
The convertible debenture has a term of six months from the date of issuance and bears interest at a rate of 1.5 per cent per month, subject to a minimum annual interest rate of 25 per cent (subject to the maximum interest rate permitted under applicable law and TSX-V policies). The principal amount of the convertible debenture, together with all accrued and unpaid interest, is convertible at the option of the holder into units of the company at a conversion price of five cents.
In connection with the convertible debenture, finders' fees in the amount of $15,000 and 300,000 finder units (on the same terms as the units in which the convertible debenture was convertible into, to be issued to an arm's-length finder for the convertible debenture).
About Fuelpositive Corp.
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 carbon dioxide equivalent 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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