FuelPositive Announces Closing of First $3.5 Million Tranche of Private Placement and Debt Conversion

FuelPositive Announces Closing of First $3.5 Million Tranche of Private Placement and Debt Conversion

WATERLOO, Ontario, June 21, 2023 — FuelPositive Corporation (TSX.V: NHHH) (OTCQB:NHHHF) (the “Company”), a leading Green Ammonia company is pleased to announce that it has completed the first tranche of its $7,500,000 non-brokered private placement and has issued 53,870,699units (each, a “Unit”), at a price of $0.065 per Unit, for gross proceeds of $3,501,595.  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 June 21, 2026.  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.

“We are extremely pleased with closing the first $3,500,000 tranche of our active $7,500,000 financing,” says Ian Clifford, CEO and Board Chair of FuelPositive. “We are grateful to our existing shareholders for their ongoing support and welcome many new strategic investors who share FuelPositive’s values and goals. This is an important financial milestone that provides the necessary runway to reach several major milestones this year. We look forward to updating our shareholders on our progress over the coming months. Stay tuned as the coming months should be the most exciting in our Company’s history.”

The first 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”).  As a result, the Units issued to subscribers in the first tranche of the Offering are not subject to resale restrictions in accordance with Canadian securities laws.

The Company intends to conduct a further tranche of the Offering to bring the total gross proceeds from the Offering up to $7,500,000.  This additional tranche of the Offering is expected to be completed on or before June 30, 2023.  It will be open to purchasers pursuant to the Accredited Investor Exemption outlined in Part 2 of NI 45-106, as well as to purchasers resident in Canada pursuant to the LIFE Exemption.  An offering document related to the portion of the Offering conducted under the LIFE Exemption is accessible under the Company’s profile at www.sedar.com and on the Company’s website at: www.fuelpositive.com. Prospective investors should read this offering document before making an investment decision.

The securities issued in the Offering pursuant to the LIFE Exemption will not be subject to a hold period 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 first tranche of the Offering, the Company paid $96,210 and issued 1,480,150 Warrants to certain arms-length third parties (the “Finders”) who assisted in introducing subscribers to the Offering.  The 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 October 22, 2023.  The Company anticipates paying finders’ fees to eligible third parties in connection with the completion of the additional tranche of the Offering. Closing of the additional tranche of the Offering remains subject to the approval of the TSX Venture Exchange.

Debt Settlement

The Company also announces that it has reached agreements with a certain arms-length creditors to the Company to settle (the “Settlements”) outstanding indebtedness totaling $1,436,248 through the issuance of 22,096,123 Units at a price of $0.065 per Unit.  All Units issued in connection with the Settlement will be subject to restrictions on resale for a period of four-months-and-one-day following issuance in accordance with applicable securities laws.  Completion of the Settlement remains subject to the approval of the TSX Venture Exchange.

“Preserving capital for operations and commercialization is a priority for the Company. The conversion of over $1 million of existing debt to shares is a beneficial mechanism to help preserve operating capital. We thank our various suppliers and lenders for participating in this conversion opportunity,” added Ian Clifford. 

For enquiries related to investment in this Offering, please contact:

Ian Clifford
Chief Executive Officer and Board Chair

Investor Relations United States & International:

RB Milestone Group (RBMG)

Investor Relations Canada:
Transcend Capital

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.