An anonymous director reports
WESTPORT ANNOUNCES US$10 MILLION REGISTERED DIRECT OFFERING AND CONCURRENT PRIVATE PLACEMENT PRICED AT-THE-MARKET UNDER NASDAQ RULES
Westport Fuel Systems Inc. has entered into a definitive securities purchase agreement for the purchase and sale of 4,854,369 common shares (or prefinanced warrants in lieu thereof) in a registered direct offering and, in a concurrent private placement, warrants to purchase up to 4,854,369 common shares, priced at the market under Nasdaq rules. The combined effective purchase price for each common share (or prefinanced warrant in lieu thereof) and associated private placement warrant is $2.06 (U.S.). The private placement warrants have an exercise price of $2.06 (U.S.) per common share will be immediately exercisable and will expire two years following the date of issuance. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder would beneficially own in excess of 9.99 per cent of the number of Westport common shares outstanding immediately after giving effect to such exercise.
Craig-Hallum Capital Group LLC is acting as the sole placement agent for the offering.
The offering is expected to close on or about June 23, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds to Westport from the offering are expected to be approximately $10-million (U.S.) before deducting the placement agent's fees and other offering expenses payable by Westport. Westport intends to use the net proceeds from the offering for working capital and other general corporate purposes.
In addition, if the holders of the private placement warrants exercise such warrants in full in cash, the company would receive additional gross proceeds of approximately $10-million (U.S.) before deducting the placement agent fees. The company cannot predict when or if the private placement warrants will be exercised for cash or exercised at all. It is possible that the private placement warrants may expire and may never be exercised.
The securities offered in the registered direct offering (but not the private placement warrants issued in the concurrent private placement or the shares issuable upon exercise of such private placement warrants) are being offered pursuant to a prospectus exemption from applicable Canadian securities laws and a shelf registration statement on Form F-3 (file No. 333-289669) previously filed with the U.S. Securities and Exchange Commission on Aug. 15, 2025, and declared effective on Aug. 22, 2025. The offering of the securities in the registered direct offering is being made only by means of a prospectus supplement that forms a part of the registration statement. The prospectus supplement relating to the securities offered in the registered direct offering will be filed with the SEC by Westport. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained from Craig-Hallum Capital Group LLC, attention: equity capital markets, 323 North Washington Ave., Suite 300, Minneapolis, Minn., 55401, by telephone at 612-334-6300 or by e-mail at prospectus@chlm.com, or at the SEC's website.
The private placement warrants issued in the concurrent private placement, and the common shares issuable upon exercise of such warrants, were offered in a private placement under a prospectus exemption from applicable Canadian securities laws and Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. The private placement warrants and the common shares issuable upon the exercise of the warrants have not been registered under the Act or other applicable securities laws, and may not be offered or sold in the United States or Canada absent registration or an applicable exemption from registration or prospectus requirements, as applicable. Westport intends to rely on the eligible interlisted issuer exemption in Section 602.1 of the Toronto Stock Exchange company manual in respect of the offering.
About Westport Fuel Systems Inc.
Westport is a technology and innovation company connecting synergistic technologies to power a cleaner tomorrow. As a leading supplier of affordable, alternative fuel, low-emission transportation technologies, it designs, manufactures and supplies advanced components and systems that enable the transition from traditional fuels to cleaner energy solutions.
Its proven technologies support a wide range of alternative fuels -- including natural gas, renewable natural gas and hydrogen -- empowering original equipment manufacturers and commercial transportation industries to meet performance demands, regulatory requirements and climate targets in a cost-effective way. With decades of expertise and a commitment to engineering excellence, Westport is helping its partners achieve sustainability goals -- without compromising performance or cost-efficiency -- making clean, scalable transport solutions a reality.
Westport is headquartered in Vancouver, Canada.
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