FuelPositive Announces Non-Brokered Private Placement

WINNIPEG, MB, June 11, 2026 /CNW/ - FuelPositive Corporation (TSXV: NHHH) (OTCQB: NHHHF) (the "Company") is pleased to announce its intention to complete a non-brokered private placement of units ("Units") at a price of $0.05 per Unit, for aggregate gross proceeds of up to $4,500,000 (the "Offering").

Each Unit will consist of one common share of the Company ("Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable at a price of $0.08 for a period of sixty months, provided that in the event the ten-day volume-weighted average closing price of the Common Shares on the TSX Venture Exchange exceeds $0.40, the Company will have the right to accelerate the expiry of the Warrants. The Company expects to complete the Offering in one or more tranches over the coming weeks.

The Company has received subscriptions and commitments representing more than $4.0 million of the Offering and expects to complete an initial closing in the coming days, followed by one or more additional closings thereafter. The Offering remains open to additional subscribers, subject to the Company's allocation requirements and the receipt of all necessary approvals.

The Company intends to use the gross proceeds from the Offering to advance the demonstration phases of its Manitoba system, support ongoing operations and working capital requirements, and reduce outstanding accounts payable and accrued liabilities incurred in the ordinary course of business.

Settlement

The Company also announces that it will settle certain outstanding indebtedness (the "Indebtedness") by issuing units (each, a "Debt Unit") as follows (the "Debt Settlement"):

• An aggregate of $791,250.00 in outstanding indebtedness through the issuance of 15,071,429 Debt Units at a deemed price of $0.0525 per Debt Unit. Each Debt Unit consists of one Common Share and one common share purchase warrant (each, a "Debt Warrant"). Each Debt Warrant will be exercisable at a price of $0.07 for a period of sixty months.
• An aggregate of $1,123,670.01 in outstanding indebtedness through the issuance of 22,473,400 Debt Units at a deemed price of $0.05 per Debt Unit. Each Debt Unit consists of one Common Share and one Debt Warrant. Each Debt Warrant will be exercisable at a price of $0.08 for a period of sixty months.

The Indebtedness is owed by the Company to certain arm's-length service providers, with the exception of Andre Mech, a director of the Company.

All securities issued in connection with the Offering and the Debt Settlement will be subject to resale restrictions for four months and one day, in accordance with applicable securities laws. Upon completion of the Offering, the Company may pay finders' fees to eligible third parties who have assisted in introducing subscribers to the Offering. The completion of the Offering and the Debt Settlement remains subject to the approval of the TSX Venture Exchange (the "TSXV").

Andre Mech, a director of the Company, is a "related party" of the Company pursuant to Multilateral Instrument 61-101 – Take Over Bids and Special Transactions ("MI 61-101") and is expected to participate in the Debt Settlement. Accordingly, the Debt Settlement constitutes a "related party transaction" within the meaning of MI 61-101. It is expected that Mr. Mech will receive an aggregate of 2,169,640 Debt Units at a deemed price of $0.05 per Debt Unit pursuant to the Debt Settlement. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(b) and 5.7(a) of MI 61-101, on the basis that the fair market value of the Debt Units issuable to the related party does not exceed 25% of the Company's market capitalization. The Company did not file a material change report in respect of the Debt Settlement on SEDAR+ less than 21 days prior to the anticipated closing date due as the Company determined it was necessary to complete the Debt Settlement on an expedited basis in order to reduce liabilities and maintain operations.

www.fuelpositive.com

About FuelPositive:

Fertilizer Independence and Farming Resilience

FuelPositive is a Canadian clean-tech company transforming agriculture through decentralized, on-farm Green Ammonia production systems. By enabling farmers to produce their own green nitrogen fertilizer and carbon-free fuel on-site, the Company is redefining the ammonia industry and putting control directly in 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, reliability, and remote monitoring, the Company's containerized systems integrate seamlessly 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, Manitoba, is designed to produce 100 metric tonnes of Green Ammonia annually. This unit serves as the foundation for the FP1500 commercial system, which can generate 500 metric tonnes annually for farms of about 10,000 acres. Powered by sustainable electricity, the systems produce carbon-free ammonia on demand, offering a decentralised, cost-effective alternative to animal manure and fossil-fuel-based fertilizers and fuels.

The delivery of the FP300 to Tracy and Curtis Hiebert's farm in Sperling, Manitoba, marked a milestone in sustainable agriculture. Once activated, the system will demonstrate how local production can improve farm economics, reduce environmental impact, and strengthen resilience to climate change, market fluctuations, and global supply chain 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 based in Ontario and Manitoba, Canada, and is listed on the TSX Venture Exchange under the symbol NHHH and on the OTCQB in the USA under the symbol NHHHF.

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 is forward-looking statements.

These forward-looking statements are based on the Company's management's assumptions and estimates at the time they were made and involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements 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 on 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 actual results. They 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 accurate, as actual results and future events could differ materially from those anticipated in such statements.

Forward-looking information is provided to convey management's expectations and plans for 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 as required by applicable law.

SOURCE FuelPositive Corp.

For further information, please contact: Ian Clifford, Co-Founder, Chief Executive Officer and Board Chair, [email protected], Tel: [phone]