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FuelPositive Announces $7.5 Million Private Placement

2023-05-30 21:39 ET - News Release

WATERLOO, Ontario, May 30, 2023 (GLOBE NEWSWIRE) -- FuelPositive Corporation (TSX.V: NHHH) (OTCQB:NHHHF) (the “Company”), a leading Green Ammonia company, is pleased to announce its upcoming non-brokered private placement (the “Offering”) to raise up to $7,500,000. The Offering supports FuelPositive's unwavering commitment to revolutionizing the Green Ammonia industry by commercializing its sustainable solutions.

The Offering will consist of up to 115,384,615 units of the Company (each, a “Unit”) priced at $0.065 per Unit. Each Unit will consist of one common share of the Company and one common share purchase warrant (each, a “Warrant”), allowing holders to purchase an additional common share at an exercise price of $0.09 within thirty-six months following the closing date of the Offering. In the event the volume-weighted average closing price of the Company's common shares on the TSX Venture Exchange exceeds $0.40 for ten consecutive trading days, the Company retains the option to accelerate the expiry date of the Warrants to thirty days after a public announcement of the election.

Ian Clifford, Board Chair and CEO, expressed his support for the Offering, stating, “We are introducing this financing to incorporate the newly implemented 'Listed Issuer Financing Exemption' (LIFE). I am often asked how non-accredited investors can participate in FuelPositive financings, and I am pleased that the LIFE structure enables new and existing shareholders, who may not qualify as accredited investors, to participate equally. Additionally, we anticipate that the enhanced liquidity resulting from this Offering will contribute to greater growth for the Company. The Company's pioneering green ammonia technology and decentralized business model holds immense potential to reshape the ammonia industry, fostering a greener future for generations to come. The net proceeds from this financing will help ensure FuelPositive’s leadership and “first-mover” position in the multi-billion dollar sustainable and green ammonia industry.”

The net proceeds from this Offering will only be utilized for further development of demonstration systems for the commercial production of green ammonia, and for general working capital purposes. It is important to note that the Company intends to allocate proceeds only to compensate for services provided to the Company in the ordinary course of business, without making any payments to persons conducting investor relations activities.

The Offering will be open to purchasers pursuant to the Accredited Investor Exemption outlined in Part 2 of National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), as well as to purchasers resident in Canada, excluding Quebec, in an amount up to 76,923,077 Units pursuant to the Listed Issuer Financing Exemption as outlined in Part 5A of NI-45-106. There will be an offering document related to the portion of the Offering conducted under the Listed Issuer Financing Exemption accessible under the Company’s profile at www.sedar.com and on the Company’s website at: www.fuelpositive.com. Prospective investors should read this offering document before making an investment decision.

The securities issued in the Offering pursuant to the Listed Issuer Financing 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. The Company will pay finders’ fees to eligible parties who have assisted in introducing subscribers to the Offering. Closing of the Offering remains subject to the approval of the TSX Venture Exchange.

For enquiries related to investment in this Offering, please contact:
Ian Clifford
Chief Executive Officer and Board Chair

Investor Relations United States & International
RB Milestone Group (RBMG)

Investor Relations Canada
Transcend Capital

About FuelPositive

FuelPositive is a Canadian technology company committed to providing commercially viable and sustainable, “cradle to cradle” clean technology solutions, including an on-farm/onsite, 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/onsite, 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/onsite, 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% of the traditional grey ammonia produced today as fertilizer.

See pre-sale details here: https://fuelpositive.com/pre-sales/

Cautionary Statement

Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) that are based on expectations, estimates and projections as of the date of this news release. The information in this release about future plans and objectives of the Company, including the expected expenditures of the proceeds of the private placement, are forward-looking statements.

These forward-looking statements are based on assumptions and estimates of management of the Company at the time they were made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect.

Many of these uncertainties and contingencies can directly or indirectly affect and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Forward-looking information is provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking information or to explain any material difference between subsequent actual events and such forward-looking information, except to the extent required by applicable law.

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