Mr. Ian Clifford reports
FUELPOSITIVE ANNOUNCES FILING OF OFFERING DOCUMENT FOR $5 MILLION LIFE PRIVATE PLACEMENT FINANCING
Fuelpositive Corp. has filed the offering document for its previously announced non-brokered private placement in which it will offer up to 71,428,571 units at a price of seven cents per unit, for gross proceeds of up to $5-million. The offering will be available to purchaser's resident in Canada and other qualifying jurisdictions pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106, Prospectus Exemptions.
Each unit will comprise one common share of the company and one common share purchase warrant, entitling the holder to acquire an additional common share at a price of 10 cents within 48 months, subject to accelerated expiry in the event the volume-weighted average closing price of the common shares on the TSX Venture Exchange is 40 cents or more for 10 consecutive trading days.
Securityholders can access the offering document and the company's continuous disclosure filings on SEDAR+ under the company's profile and on the company's website. Prospective investors should review this document before making an investment decision.
Terms of LIFE private placement
The securities issued through the offering will not be subject to any statutory hold period under applicable Canadian securities legislation. In relation to completing the offering, the company may pay finders' fees to eligible third parties who have helped introduce subscribers. Completion of the offering is contingent upon approval by the TSX Venture Exchange.
Purpose of financing
Fuelpositive, supported by global design and engineering leader Stantec, is launching Canada's first on-farm green ammonia system. This is a decisive step toward fertilizer and fuel independence for farmers.
The first FP300 system has been delivered, completed its final certification and is ready for activation. This milestone will trigger the demonstration phase and accelerate the ramp-up to manufacturing the larger FP1500 system, built to serve farms of approximately 10,000 acres.
The $5-million non-brokered LIFE financing will finance activation of the pilot, drive the demonstration phase, protect and expand Fuelpositive's wholly owned intellectual property, optimize performance, finalize commercial manufacturing agreements, confirm sales, and initiate revenue generation.
This financing is not simply about capital. It is an invitation to be part of a historic market shift. Agriculture is facing unprecedented disruption from supply chain instability, volatile fertilizer pricing and the escalating impacts of climate change. Fuelpositive's decentralized systems put control directly in the hands of farmers, ensuring reliable supply, stable costs and a resilient future for global food production.
"Our technology is proven, Canadian built and ready to change the way the world farms," said Ian Clifford, co-founder and chief executive officer of Fuelpositive. "This financing is a rare opportunity to participate in scaling a solution that farmers need now, strengthen food security, protect the environment and secure a leadership position in a multibillion-dollar market."
About Fuelpositive Corp.: building the future of farming now
Fuelpositive is a Canadian cleantech (clean technology) company transforming agriculture through decentralized, on-farm green ammonia production systems. By enabling farmers to generate their own green nitrogen fertilizer and carbon-free fuel on site, the company is redefining the ammonia industry and putting control directly into the hands of those who feed the world. This model reduces reliance on volatile supply chains and unpredictable pricing, helping farmers secure their livelihoods and plan for the future.
Each tonne of ammonia produced by a Fuelpositive system prevents up to two tonnes of CO2e emissions, offering both environmental and economic advantages. Designed for simplicity, dependability and remote monitoring, the company's containerized systems effortlessly integrate into farm operations. Made in Canada for Canadian conditions, they are engineered to be as straightforward to operate as they are impactful.
The first FP300 demonstration system, installed on an 11,000-acre grain farm in Sperling, Man., is designed to produce 100 metric tonnes of green ammonia each year. This unit serves as the foundation for the FP1500 commercial system, which can generate 500 metric tonnes annually for farms of approximately 10,000 acres. The systems are powered by sustainable electricity and produce carbon-free ammonia on demand, providing a decentralized, cost-effective alternative to fossil-fuel-based fertilizers and fuels.
The delivery of the FP300 to Tracy and Curtis Hiebert's farm in Sperling, Man., marked a milestone in sustainable agriculture. Once activated, the system will demonstrate how local production can strengthen farm economics, reduce environmental impact, and build resilience against climate change, market instability and global supply disruptions.
Fuelpositive aims to position Canada as a global centre of excellence for decentralized green ammonia production and to establish a world-leading manufacturing hub. Supported by Stantec, one of the world's top engineering and consulting firms, this initiative will drive economic growth, create high-value jobs in engineering, science and skilled trades, and promote a more resilient and sustainable food system.
Fuelpositive is located in Ontario and Manitoba (Canada) and trades on the TSX Venture Exchange under the symbol NHHH, as well as on the OTCQB in the United States under the symbol NHHHF.
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