Le Lézard
Classified in: Business
Subject: FINANCING AGREEMENTS

FuelPositive Announces Successful Completion of Private Placement


WATERLOO, Ontario, July 19, 2023 (GLOBE NEWSWIRE) -- FuelPositive Corporation (TSX.V: NHHH) (OTCQB: NHHHF) (the "Company"), a leading Green Ammonia company, is pleased to announce that it has completed the final tranche of its non-brokered private placement and has issued a further 31,443,069 units (each, a "Unit"), at a price of $0.065 per Unit, for gross proceeds of $2,043,800. Each Unit consists of one common share of the Company and one common share purchase warrant (each, a "Warrant"), allowing holders to purchase an additional common share at an exercise price of $0.09 until July 18, 2026 (the "Offering"). In the event the volume-weighted average closing price of the Company's common shares on the TSX Venture Exchange exceeds $0.40 for ten consecutive trading days, the Company retains the option to accelerate the expiry date of the Warrants to thirty days after a public announcement of the election.

In aggregate, the Company has issued a total of 85,313,768 Units in connection with the completion of both tranches of the Offering and has raised gross proceeds of $5,545,395.

The second and final tranche of the Offering was completed pursuant to the Listed Issuer Financing Exemption (the "LIFE Exemption") as outlined in Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and pursuant to the Accredited Investor Exemption as outlined in Part 2 of NI 45-106. The Units issued to subscribers in the second tranche under the LIFE Exemption are not subject to resale restrictions in accordance with Canadian securities laws. All other securities issued in the Offering will be subject to a statutory hold period of four-months-and-one-day following issuance.

In connection with the completion of the second tranche of the Offering, the Company paid $15,925, issued 140,000 common shares at an issue price of $0.065 and issued 385,000 Warrants to certain arms-length third parties (the "Finders") who assisted in introducing subscribers to the Offering. The common shares and Warrants issued to the Finders, and any common shares of the Company issuable upon exercise of those Warrants, are subject to restrictions on resale in accordance with Canadian securities laws until November 19, 2023.

"We have successfully completed our financing, generating an overwhelming interest from our esteemed investor base," stated Ian Clifford, CEO and Board Chair of FuelPositive. "We thank our existing investors for their unwavering support, and we warmly welcome our new shareholders to join us on our journey. As we embark on the mission to transform and transition the Green Ammonia industry, this new capital will enable the Company to reach commercialization. The next 12 months promise to be an exhilarating time for FuelPositive, and we are eager to share our progress with our valued shareholders. With our groundbreaking containerized green ammonia (NH3) production system, FuelPositive is positioned to redefine the ammonia sector. I encourage everyone to stay tuned for news on the remarkable upcoming breakthroughs."

For enquiries related to this Press Release, please contact:

Ian Clifford
Chief Executive Officer and Board Chair
[email protected]
www.fuelpositive.com

Investor Relations United States & International:
RB Milestone Group (RBMG)
[email protected]

Investor Relations Canada:
Transcend Capital Inc.
[email protected]

About FuelPositive

FuelPositive is a Canadian technology company committed to providing commercially viable and sustainable, "cradle to cradle" clean technology solutions, including an on-farm/onsite, containerized Green Ammonia (NH3) production system that eliminates carbon emissions from the production of Green Ammonia.

By focusing on technologies that are clean, sustainable, economically advantageous and realizable, the Company aims to help mitigate climate change, addressing unsustainable agricultural practices through innovative technology and practical solutions that can be implemented now. The FuelPositive on-farm/onsite, containerized Green Ammonia production system is designed to produce pure, anhydrous ammonia for multiple applications, including fertilizer for farming, fuel for grain drying and internal combustion engines, a practical alternative for fuel cells and a solution for grid storage. Green Ammonia is also considered a key enabler of the hydrogen economy.

FuelPositive systems are designed to provide for Green Ammonia production on-farm/onsite, where and when needed. This eliminates wildly fluctuating supply chains and offers end-users clean fertilizer, energy and Green Ammonia supply security while eliminating carbon emissions from the production process. The first customers will be farmers. Farmers use 80% of the traditional grey ammonia produced today as fertilizer.

See pre-sale details here: https://fuelpositive.com/pre-sales/.

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 TSX 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, including the expected expenditures of the proceeds of the private placement, are forward-looking statements.

These forward-looking statements are based on assumptions and estimates of management of the Company at the time they were made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company 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 upon 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 and 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 to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Forward-looking information is provided for the purpose of providing information about management's expectations and plans relating to 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 to the extent required by applicable law.



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