TORONTO
, June 4, 2025 /CNW/ - FuelPositive Corporation (TSXV: NHHH) (OTCQB: NHHHF) ("FuelPositive" or the "Company") announces that its common shares will be reinstated for trading on the TSX Venture Exchange at the open of markets on or about June 6, 2025. The Company was delayed in filing its annual audited financial statements for the fiscal year ended September 30, 2024, which were due on January 30, 2025. As a result, the Ontario Securities Commission issued a Cease Trade Order ("CTO") on February 3, 2025. The annual audited financial statements and accompanying management's discussion and analysis and officer certifications were completed shortly thereafter, and the CTO was revoked on February 24, 2025. The Company then entered the TSX Venture Exchange's standard reinstatement review process.
Annual General Meeting
The Company also announces that it intends to convene an annual general meeting (the "Meeting") of shareholders to be held prior to the end of August 2025. The most recent annual general meeting was held on July 12, 2023. Plans for the upcoming Meeting are currently underway and will be announced shortly.
The policies of the TSX Venture Exchange require the Company to hold an annual general meeting in each calendar year and no longer than fifteen months from the previous meeting. Due to unexpected disruptions and challenging circumstances, the Company was unable to meet this timing requirement in 2024.
Private Placement
The Company confirms that the non-brokered private placement previously announced on December 4, 2024, was interrupted and the offering's planned timeline was impacted by the duration of the reinstatement review process following the lifting of the CTO, and as a result has expired. The Company previously received advances towards the private placement totaling $621,000. The Company intends to settle these advances through the issuance of units of the Company on terms to be determined based on prevailing market conditions at the time. Completion of any settlement remains subject to the approval of the TSX Venture Exchange.
With reinstated trading, the Company intends to launch a new private placement to raise the working capital needed to support strategic growth. The size and terms of the offering will be determined based on prevailing market conditions and company priorities at the time of launch.
Corporate Communications Engagement
The Company also confirms, further to its news release of February 25, 2021, that RB Milestone Group LLC ("RBMG") is engaged by the Company to provide corporate communications and investor relations advisory services on an ongoing basis. RBMG is a US-based corporate communications firm that specializes in investor relations advisory. RBMG is currently engaged on a month-to-month basis, for which it is entitled to receive a monthly cash fee of US$10,813. The Company is at arms-length to RBMG, and compensation of RBMG does not include any securities of the Company. To the knowledge of the Company, RBMG does not have any interest, directly or indirectly, in the securities of the Company.
Media Strategy Engagement
At the request of the TSX Venture Exchange, the Company also confirms that it previously engaged Quantum Ventures SEZC ("Quantum") to advise on media creation and online awareness strategies. Quantum provides media, awareness and strategic consulting services. Quantum was engaged for an initial twelve-month term, expiring April 2025, in consideration for a one-time fee of US$100,000. The engagement, which was undertaken in preparation for the activation of the Company's first ammonia production system, was affected by delays in the system's launch and has since concluded. The Company is at arms-length to Quantum, and compensation of Quantum did not include any securities of the Company.
Partnership Development Services
The Company engaged Planet Ventures Inc. ("Planet"), an arm's-length party, to support strategic partnership development and facilitate key stakeholder introductions in Manitoba. These services were intended to increase brand visibility in anticipation of the Company's green ammonia system becoming operational by the end of July 2024. While initial work began as planned, the Company had to pause the balance of services until the system is commercially ready, ensuring maximum impact upon resumption of services. As a result, the Company holds a service credit on reserve with Planet in the amount of $453,750, ready to be deployed in alignment with system launch. This amount was originally miscatagorized and has been reclassified as a prepaid expense in the interim financial statements for the six-month period ended March 31, 2025.
Corporate Governance
As part of its continued commitment to best practices in governance and transparency, and in preparation for the significant scaling of its operations, the Company is building upon its corporate framework with the formal adoption of a Related Party Transactions Policy and a Corporate Disclosure Policy. These policies build on the Company's existing internal practices and reflect its proactive approach to maintaining strong governance as the Company grows.
About FuelPositive:
Groundbreaking AgTech and Green Energy:
FuelPositive's containerized Green Ammonia systems are redefining the ammonia industry by decentralizing production and placing control directly in the hands of farmers. This innovative model enables on-site generation of green nitrogen fertilizer and carbon-free fuel, reducing dependence on volatile supply chains and pricing. Each ton of ammonia produced by a FuelPositive system eliminates up to 2 tons of CO₂e emissions, offering both environmental and economic advantages. Designed for simplicity, reliability, and remote monitoring, the systems integrate seamlessly into farm operations, allowing farmers to produce what they need and when needed, without added complexity.
First System Delivery: A Milestone in Sustainable Agriculture:
In June 2024, FuelPositive delivered its first commercial demonstration system, the FP300, to Tracy and Curtis Hiebert's 11,000-acre grain farm near Sperling, Manitoba. This milestone marks a major advancement for both the Company and the future of sustainable agriculture. The upcoming system activation will further highlight the transformative impact of FuelPositive's technology on farming practices, supporting a more resilient and sustainable food system.
Manitoba: A Global Center of Excellence:
FuelPositive is positioning Manitoba at the forefront of decentralized Green Ammonia production. With a bold vision to establish a world-leading manufacturing hub in the province, the Company is set to drive economic growth, create high-value jobs in engineering, science, and skilled trades, and make Manitoba a global centre of excellence for sustainable agriculture and clean technology.
FuelPositive Corporation is based in Ontario and Manitoba (Canada) and trades on the TSX Venture Exchange under the symbol NHHH and on the OTCQB in the USA under the symbol NHHHF.
For further information, please contact:
Ian Clifford
Co-Founder, Chief Executive Officer and Board Chair
Ian@fuelpositive.com
Tel: 416.535.8395
www.fuelpositive.com
Investor Relations United States & International:
RB Milestone Group (RBMG)
fuelpositive@rbmilestone.com
Investor Relations Canada:
Transcend Capital Inc.
et@transcendcapitalinc.com
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 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 to provide 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.
SOURCE FuelPositive Corp.
