WINNIPEG, MB , Aug. 6, 2025 /CNW/ - FuelPositive Corporation (the "Company") (TSXV: NHHH) (OTCQB: NHHHF) announces that it will conduct a non-brokered private placement (the "Offering") in which it will offer up to 71,428,571 units (each, a "Unit") at a price of $0.07 per Unit, for gross proceeds of up to $5,000,000. The Offering will be available to purchaser's resident in Canada and other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions.

Each Unit will be comprised of 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 $0.10 within forty-eight months.

Purpose of financing:

FuelPositive is at a pivotal stage in its commercialization journey. As a publicly traded, pre-revenue Company, FuelPositive has dedicated years to developing and refining its decentralized Green Ammonia technology. The Company is now ready to activate its first on-farm pilot project - a major milestone that has attracted significant industry interest and marks a vital step in testing the system in real-world conditions.

Despite extensive negotiations with various levels of government, firm financial commitments have yet to be secured. These discussions remain active and continue to be a priority. However, FuelPositive cannot wait any longer.

Delays at this stage could jeopardize the Company's first-mover advantage and halt the progress made with prospective customers, suppliers, and partners. Activating the pilot project now is crucial for fulfilling commitments and unlocking the full potential of this technology.

To that end, the Company is announcing a financing initiative to secure the funds needed to complete final system updates, fulfill supplier obligations, and commence the demonstration phase. This move will allow the Company to optimize system performance, establish commercial manufacturing agreements, firm up sales and begin generating revenue.

The decision to seek financing is made carefully. FuelPositive remains dedicated to securing non-dilutive and strategic funding sources and continues to actively pursue those options. However, this financing is essential to sustain momentum and achieve urgent operational and commercial goals.

The Company believes this is the most direct route to creating value for shareholders by delivering results, advancing commercialization, and responding to the immediate needs of the agricultural community.

Quote from FuelPositive's Co-Founder and CEO:

"The need for our solutions for farmers has never been more evident, and our technology is ready," said Ian Clifford, Co-Founder and CEO of FuelPositive. "We have an opportunity to move from development to real-world deployment, and we're choosing to act. This financing will allow us to complete the final stage of implementation and activation and launch the demonstration phase that farmers and stakeholders have been anticipating. The conditions are right, and we're moving forward, decisively."

Terms of LIFE Private Placement:

An offering document relating to the Offering will be available shortly on the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.fuelpositive.com. Prospective investors should review this document before making an investment decision. The Company will issue a press release once the offering document is accessible for review. 

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.

Debt Conversion:

The Company also announces that it will settle outstanding indebtedness (the "Debt Settlement") totalling $841,915.03 by issuing 16,036,477 Units at a deemed price of $0.0525 per Unit. Each Unit will consist of one common share of the Company and one common share purchase warrant, entitling the holder the right to acquire an additional common share at a price of $0.07 within sixty months.

"A significant portion of the indebtedness is owed to certain arm's-length bridge lenders who provided essential financial support during a strategic moment for the Company. Their timely support helped maintain operations and momentum when it was most needed. In recognition of this, the Company plans to offer such lenders the most favourable terms reasonably available under relevant exchange rules and will continue to support such lenders with appropriate consideration," added Clifford.

All securities issued in connection with the Debt Settlement will be subject to resale restrictions for a period of four months and one day in accordance with applicable securities laws. Completion of the Debt Settlement remains subject to the approval of the TSX Venture Exchange.

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, enabling farmers to produce what they need and when they need it, without added complexity.

Built in Canada, Designed for Farmers

The 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 system serves as the foundation for the FP1500 commercial system, which has an annual output of 500 metric tonnes and is designed to support farms of approximately 10,000 acres. Powered by Manitoba's clean hydroelectricity, the system produces carbon-free ammonia on demand and provides a decentralized, cost-effective alternative to fossil-fuel-based fertilizers and fuels.

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 transform Manitoba into a global centre of excellence for sustainable agriculture and clean technology.

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 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 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.