Mr. Benoit Veilleux reports

CHARBONE ANNOUNCES CLOSING OF $10M CONVERTIBLE LOAN INCLUDING $3M INITIAL TRANCHE

Charbone Hydrogen Corp. has closed the secured convertible loan facility with RiverFort Global Opportunities PCC Ltd. for up to $10-million as previously announced on March 31 and April 23, 2026.

Transaction overview

Pursuant to the definitive agreements executed with RiverFort, Charbone has successfully completed the initial drawdown in the amount of $3-million under the convertible loan, representing the first tranche of up to $10-million in total committed financing. The convertible loan is structured as a multidrawdown secured facility, with additional tranches available to the company over the term of the agreement, subject to customary conditions and mutual agreement between the parties.

Key terms of the convertible loan

• Total facility size: Up to $10-million secured convertible loan, structured in multiple drawdowns.
• Drawdowns: The initial drawdown of $3-million is now closed. The second drawdown of up to $3-million may be advanced to the company prior to the date falling six calendar months from the first drawdown closing and subject to mutual agreement, and the remaining $4-million will be available to be drawn in aggregate during the convertible loan term, subject to mutual agreement between the company and RiverFort, and customary conditions set out in the convertible loan agreement.
• Term: Drawdowns under the convertible loan are available for a three-year term, with each drawdown repayable over 18 months. Initial drawdown maturity date is on Oct. 29, 2027.
• Interest: Twelve per cent per annum, payable in cash every four months. Default interest capped at 24 per cent.
• Conversion: The first drawdown is convertible, at the option of the lender, into units comprising one common share of the company and 0.3 of a warrant, at a conversion price of 15 cents per unit. If not converted before, 10 per cent of the first drawdown shall be repaid at the end of six months, 20 per cent at the end of 12 months and 70 per cent on maturity date in 18 months. The securities issued upon any conversion of the principal amount of the convertible loan will be subject to the statutory four-month hold period in Canada.
• Warrants: Each whole warrant issued in connection with the first drawdown of $3-million will be exercisable to acquire one additional common share in the capital of Charbone, at a price per share of 19.5 cents, for a period of 48 months, subject to a maximum of five years from the convertible loan closing date.
• Security: Secured with a first ranking hypothec over the universality of all present and future movable property of each of Charbone Hydrogene Quebec Inc. (Sorel-Tracy project) and Charbone Hydrogen Corp.
• An implementation fee of 5 per cent of the first drawdown will be paid in cash on closing and a non-refundable $20,000 due diligence fee has already been paid.

Use of proceeds

The convertible loan is a key component of Charbone's broader strategy to scale hydrogen production capacity and expand its industrial gas platform across North America. The proceeds from the initial drawdown are expected to be used to:

• Accelerate development timelines of the company's clean UHP hydrogen production facilities;
• Support capital expenditures and equipment deployment;
• Provide general working capital to accelerate near-term growth initiatives.

Charbone and RiverFort will continue to evaluate subsequent drawdowns under the convertible loan facility, which may be advanced over time in accordance with the agreement and the company's capital requirements.

"This closing represents an important milestone for Charbone as we continue to execute on our growth strategy," said Benoit Veilleux, Charbone's chief financial officer and corporate secretary. "The partnership with RiverFort provides flexible, staged capital that aligns with our development timeline and supports the acceleration of our hydrogen infrastructure buildout."

About Charbone Hydrogen Corp.

Charbone is a vertically integrated industrial gases company focused on developing and operating a network of supply hubs for the production, storage and distribution of ultrahigh-purity (UHP) strategic industrial gases. The company serves customers across sectors including semiconductors, artificial intelligence and data centres, advanced pharmaceuticals, and aerospace and defence technologies, where UHP gases are critical for high-precision manufacturing processes and operational performance. Charbone is advancing a network of clean UHP hydrogen production facilities across North America and selected international markets. The company's modular, decentralized and demand-driven approach, combined with its integrated storage and distribution platform for all UHP gases, supports scalable growth, enhances operational flexibility, and enables more stable and diversified revenue generation. This model allows Charbone to efficiently serve mid-tier industrial gas customers with a reliable supply of UHP gases, including hydrogen, helium, oxygen and any others that are in high-demand gases that are often difficult to source. The company is committed to supporting the global transition to a lower-carbon economy by providing accessible, decentralized clean hydrogen and specialty gases, while addressing supply gaps for underserved industrial customers and accelerating the shift towards localized clean energy.

Charbone is listed on the TSX Venture Exchange (TSX-V: CH), the OTC Markets (OTCQB: CHHYF) and the Frankfurt Stock Exchange (FSE: K47).

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