FuelPositive Provides Update to Previously Announced Non-Brokered Private Placement

WINNIPEG, MB, July 31, 2026 /CNW/ - At the request of the TSX Venture Exchange (the "TSXV"), FuelPositive Corporation (TSXV: NHHH) (OTCQB: NHHHF) (the "Company") is providing certain additional information relating to its previously announced non-brokered private placement of units ("Units") at a price of $0.05 per Unit, for aggregate gross proceeds of up to $4,500,000 (the "Offering"), 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 85,250,000 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 TSXV.

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 (the "Indebtedness") by issuing units (each, a "Debt Unit") as follows (the "Debt Settlement"):

• An aggregate of $95,000.00 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 $768,250.00 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 $1,040,955.48 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.

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 TSXV) 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").

The Convertible Debenture has a term of six (6) months from the date of issuance and bears interest at a rate of 1.5% per month, subject to a minimum annual interest rate of 25% (subject to the maximum interest rate permitted under applicable law and TSXV 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 $0.05.

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:

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 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 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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