CORRIGE: CHARBONE Hydrogene acquiert des actifs de production d'hydrogene et cloture une premiere tranche d'un financement par placement prive de 1 M$

Executive Summary

• Asset Acquisition: Charbone signed an asset purchase agreement on September 4, 2025, to acquire operational hydrogen production and supply equipment in Quebec. This strategic move accelerates the commissioning of Phase 1 at its flagship Sorel-Tracy plant, with the goal of producing and delivering its first sales of high-purity industrial (UHP) hydrogen within the next quarter (by the beginning of Q4 2025).
• Private Placement Closing: The company announced the sequential closing of a $1 million non-intermediated private placement. The first tranche of $500,000 has closed, with the second tranche of $500,000 expected to close by October 15, 2025. Proceeds are designated for equipment acquisition, relocation, infrastructure development, and working capital.
• Operational Milestones: Critical infrastructure connections are complete, including Hydro-Québec’s energy meter installation (July 22) and grid interconnection (August 13), as well as the City of Sorel-Tracy’s water main connection, satisfying all requirements for hydrogen production.

Key Details

• Transaction Structure (Asset Purchase):
  • Consideration: $1,000,000 total.
  • Equity Component: $1,000,000 paid in Charbone common shares, issued at the market price on the effective date.
  • Cash Component: The balance (remaining amount after equity valuation) payable in cash in three tranches: one-third at the effective date, with the remainder paid over two years.
  • Asset Details: Operational equipment for hydrogen production and supply, to be dismantled, converted, and relocated to Sorel-Tracy.
• Financing Details (Private Placement):
  • Total Size: $1,000,000 CAD.
  • Tranche 1: $500,000 closed. Issued 7,699,666 units.
  • Tranche 2: $500,000 remaining, expected to close by October 15, 2025.
  • Unit Price: $0.06 per unit.
  • Unit Composition: One common share and one common share purchase warrant.
  • Warrant Terms: Each warrant allows the purchase of one additional common share at an exercise price of $0.08 for a period of 24 months post-closing.
  • Use of Proceeds: Primarily for purchasing hydrogen equipment, relocating it to Sorel-Tracy, developing infrastructure, and general working capital.
  • Intermediary Commissions: $17,222 paid at closing; 287,040 warrants issued to registered intermediaries for introducing qualified subscribers.
  • Lock-up: All securities are subject to a 4-month and 1-day hold period in Canada.
• Operational Progress:
  • Grid Interconnection: Hydro-Québec completed the energy meter installation on July 22, 2025, and completed the interconnection on August 13, 2025.
  • Water Connection: The City of Sorel-Tracy completed the connection to the main water network.
  • Production Timeline: Reusing operational equipment reduces installation costs, targeting production start by the beginning of Q4 2025.
• Capital Context: This acquisition follows the announcement of a $50 million non-dilutive construction capital facility (announced May 1 and June 1, 2025), demonstrating Charbone’s strengthened capital position.

Notable Quotes

• Dave Gagnon, President and CEO: “Investors have waited for Sorel-Tracy to move from development to revenue generation. By reusing proven equipment — and at a lower cost than new installations — and structuring the operation to preserve cash, we are entering execution mode with strong capital support and minimal dilution. This acquisition allows us to provide green and high-purity hydrogen (UHP) to our industrial customers faster and with good operational equipment in their categories.”