Mr. Ian Clifford reports

FUELPOSITIVE ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT AND DEBT CONVERSION

Fuelpositive Corp. has closed a non-brokered private placement of 6,741,000 units at a price of six cents per unit for aggregate gross proceeds of $404,460. 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 Sept. 11, 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.

All securities issued in the offering are subject to a statutory hold period until Jan. 12, 2024, in accordance with applicable securities laws. In connection with the offering, the company paid $12,352 and issued 205,870 warrants to an arm's-length third party that assisted in introducing a subscriber to the offering.

The net proceeds from this offering will be utilized for further development of demonstration systems for the commercial production of green ammonia and for general working capital purposes.

Debt settlement

The company also announces that, at the request of the TSX-V, it has revised the terms of its previously announced proposal to settle outstanding indebtedness totalling $133,000, as previously announced by the company in its news release of Aug. 1, 2023. The company will now settle the indebtedness through the issuance of 2,046,154 common shares of the company at a deemed price of 6.5 cents per common shares and will not issue an equivalent number of share purchase warrants.

The company has also reached an agreement with an additional arm's-length creditor to settle further outstanding indebtedness totalling $25,000 (U.S.) through the issuance of 681,600 units at a deemed price of five cents per settlement unit. Each settlement unit consists of one common share of the company and one common share purchase warrant, allowing the holder to purchase an additional common share at an exercise price of 6.5 cents for a period of 36 months subject to accelerated expiry in the event the volume-weighted average closing price of the company's common shares on the TSX-V exceeds 40 cents for 10 consecutive trading days.

Completion of the debt settlements remains subject to the approval of the TSX-V. All securities issued in connection with the debt settlements will be subject to restrictions on resale for a period of four months and one day in accordance with applicable securities laws.

Warrant repricing

The company also announced that it was unable to secure the approval of the TSX-V to the repricing of certain outstanding share purchase warrants, as announced by the company in its news release of Aug. 21, 2023. As a result, the warrants have expired without exercise and, in lieu of the expiration of the warrants, the company has provided the holders of the warrants with an opportunity to participate in the offering.

Option grant

Finally, the company announces that it has granted an aggregate of 2,046,154 incentive stock options to certain advisers. The options vest immediately and are exercisable at a price of nine cents until Sept. 11, 2028.

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.