Mr. Benoit Veilleux reports

CHARBONE ANNOUNCES CLOSING OF $1.5M DRAWDOWN WITH RIVERFORT TO ACCELERATE GROWTH

Charbone Corp. has closed the $1.5-million drawdown previously announced on Sept. 2, 2026, from RiverFort Global Opportunities PCC Ltd. (the lender), representing half of the second drawdown of up to $3-million that is available to the company prior to the date falling six calendar months from the first drawdown closing of the secured convertible loan facility for up to $10-million as previously announced on April 29, 2026.

Transaction overview

Charbone has successfully completed the closing of the $1.5-million second drawdown under the convertible loan with RiverFort. 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. Accordingly, the company may complete an additional drawdown of up to $1.5-million pursuant to the $3-million that is set aside under the second drawdown provision of the convertible loan.

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 closed on April 29, 2026. A total of $1.5-million of the second drawdown of up to $3-million is now closed, and the remaining $1.5-million may be advanced to the company prior to the date falling 6 calendar months from the first drawdown closing, subject to mutual agreement. The remaining $4-million out of $10-million will be available to be drawn by the company 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. The maturity dates are Oct. 29, 2027, for the initial drawdown and March 4, 2028, for the $1.5-million second drawdown.
• Interest: Twelve per cent per annum, payable in cash every four months. Default interest capped at 24 per cent.
• Conversion: The $1.5-million of the second drawdown is convertible, at the option of the lender, into units composed of one common share of the company and 0.3 of a warrant, at a conversion price of 19.6875 cents per unit. If not converted before, 10 per cent 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 from the closing date.
• Warrants: Each whole warrant issued in connection with the $1.5-million drawdown will be exercisable to acquire one additional common share of Charbone, at a price per share of 23.6250 cents, for a period of 48 months, subject to a maximum of five years from the convertible loan closing date, April 29, 2026.
• 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 drawdowns has been paid in cash on closing of each drawdown.

As a result of the closing of the $1.5-million drawdown, RiverFort currently holds an aggregate of $4.5-million in principal amount owing under the convertible loan. 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 at the company's request in line with capital requirements.

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 $1.5-million drawdown are expected to be used to:

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

Benoit Veilleux, chief financial officer and corporate secretary of Charbone, commented: "With this capital now closed, we are focused on execution to maintain our rapid pace of growth. The proceeds are being deployed directly toward our priorities at Sorel-Tracy and across our industrial gas platform, and we remain committed to delivering on the milestones we have communicated to our shareholders."

About Charbone 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 plants 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 other high-demand gases that are often difficult to source reliably at the regional level. 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 toward localized clean energy.

We seek Safe Harbor.