FuelPositive Announces Successful Completion of Private Placement

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WATERLOO, Ontario, July 19, 2023 (GLOBE NEWSWIRE) — FuelPositive Corporation (TSX.V: NHHH) (OTCQB: NHHHF) (the “Company”), a leading Green Ammonia company, is pleased to announce that it has completed the final tranche of its non-brokered private placement and has issued a further 31,443,069 units (each, a “Unit”), at a price of $0.065 per Unit, for gross proceeds of $2,043,800. Each Unit consists 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 until July 18, 2026 (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.

In aggregate, the Company has issued a total of 85,313,768 Units in connection ith the completion of both tranches of the Offering and has raised gross proceeds of $5,545,395.

The second and final 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 (“NI 45-106”) and pursuant to the Accredited Investor Exemption as outlined in Part 2 of NI 45-106. The Units issued to subscribers in the second tranche under the LIFE Exemption are not subject to resale restrictions 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 second tranche of the Offering, the Company paid $15,925, issued 140,000 common shares at an issue price of $0.065 and issued 385,000 Warrants to certain arms-length third parties (the “Finders”) who assisted in introducing subscribers to the Offering. Te common shares and 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 November 19, 2023.

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