Mr. Ian Clifford reports

FUELPOSITIVE ANNOUNCES CLOSING OF FIRST $3.5 MILLION TRANCHE OF PRIVATE PLACEMENT AND DEBT CONVERSION

Fuelpositive Corp. has completed the first tranche of its $7.5-million non-brokered private placement and has issued 53,870,699 units, at a price of 6.5 cents 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, allowing holders to purchase an additional common share at an exercise price of nine cents 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 40 cents for 10 consecutive trading days, the company retains the option to accelerate the expiry date of the warrants to 30 days after a public announcement of the election.

"We are extremely pleased with closing the first $3.5-million tranche of our active $7.5-million financing," says Ian Clifford, chief executive officer 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. 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 $7.5-million. 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 SEDAR and on the company's website. 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 arm's-length third parties 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 Oct. 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 arm's-length creditors to the company to settle outstanding indebtedness totalling $1,436,248 through the issuance of 22,096,123 units at a price of 6.5 cents 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 Mr. Clifford.

About Fuelpositive Corp.

Fuelpositive is a Canadian technology company committed to providing commercially viable and sustainable, cradle-to-cradle clean technology solutions, including an on-farm/on-site, 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/on-site, 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/on-site, 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 per cent of the traditional grey ammonia produced today as fertilizer.

We seek Safe Harbor.