FuelPositive updates non-brokered private placement

Canada NewsWire WINNIPEG, MB , July 31, 2026 /CNW/ - At the request of the TSX Venture Exchange (the "TSXV"), FuelPositive Corporation (TSXV: NHHH) (OTCQB: NHHHF) (the " Company ") is providing certain additional information relating to its previously announced 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"), as more particularly described in the Company's news release dated June 11, 2026. To date, the Company has received subscriptions for an aggregate of 85,250,000 Units for aggregate gross proceeds of $4.26 million and is anticipated to close the Offering in the coming days, subject to the Company receiving the approval of the TSXV. Except as described in this news release, there have been no material changes to the Offering or Debt Settlement (as defined below) previously announced by the Company.

Settlement Concurrently with the closing of the Offering, the Company intends to complete the previously announced settlement of certain outstanding indebtedness (the "Indebtedness") by issuing units (each, a "Debt Unit") as follows (the "Debt Settlement"): An aggregate of $95,000.00 in outstanding indebtedness through the issuance of 1,900,000 Common Shares at a deemed price of $0.05 per Common Share in respect of Andre Mech, a director of the Company. An aggregate of $768,250.00 in outstanding indebtedness through the issuance of 14,633,334 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 $1,040,955.48 in outstanding indebtedness through the issuance of 20,819,110 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. Convertible Debenture As part of the Debt Settlement, the Company will be settling existing indebtedness in the aggregate amount of $165,000 (representing a principal amount of $150,000 together with interest accrued thereon to date as permissible under the policies of the TSXV) pursuant to the terms of a convertible debenture agreement entered into by the Company on March 26, 2026 with an arm's length creditor (the "Convertible Debenture"). The Convertible Debenture has a term of six (6) months from the date of issuance and bears interest at a rate of 1.5% per month, subject to a minimum annual interest rate of 25% (subject to the maximum interest rate permitted under applicable law and TSXV policies).

The principal amount of the Convertible Debenture, together with all accrued and unpaid interest, is convertible at the option of the holder into units of the Company at a conversion price of $0.05. In connection with the Convertible Debenture, finders fees in the amount of $15,000, and 300,000 finder units (on the same terms as the units in which the Convertible Debenture was convertible into, to be issued to an arm's length finder for the Convertible Debenture.) 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.