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. The equipment will be dismantled, converted, and relocated to the Sorel-Tracy site to accelerate Phase 1 commissioning.
• Revenue Milestone: The acquisition enables Charbone to begin producing and delivering its first sales of high-purity industrial (UHP) hydrogen within the next quarter (by the beginning of Q4 2025), marking a transition from development to revenue generation.
• Private Placement Closure: The company announced the sequential closing of a $1M non-intermediated private placement. The first tranche of $500k has closed, with the second tranche expected to close by October 15, 2025. Proceeds are designated for equipment purchase, relocation, infrastructure development, and working capital.

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 on the TSX Venture Exchange.
  • Cash Component: The balance (implied $0 based on total $1M equity, or potentially a split not fully detailed but stated as "balance in cash") payable in three tranches: one-third at effective date, remainder over two years. Note: The text states "1 M$ in shares... plus the balance in cash," implying the $1M shares might be part of a larger sum or the cash balance is nominal/unspecified in this snippet, but the share component is explicitly $1M.
  • Strategic Benefit: Reusing operational equipment reduces installation costs and preserves cash for growth.
• Private Placement Details:
  • Total Size: $1,000,000 CAD.
  • First Tranche: $500,000 CAD closed.
  • Second Tranche: $500,000 CAD expected to close by October 15, 2025.
  • Units Issued (Tranche 1): 7,699,666 units.
  • Price per Unit: $0.06 CAD.
  • Unit Composition: One common share + one warrant.
  • Warrant Terms: Each warrant allows the purchase of one additional common share at an exercise price of $0.08 CAD for a period of 24 months from the closing date.
  • Use of Proceeds: Purchase of hydrogen equipment, relocation to Sorel-Tracy, infrastructure development, and general working capital.
  • Intermediary Commissions: $17,222 paid to intermediaries on the closing date.
  • Warrants to Intermediaries: 287,040 warrants issued to registered intermediaries for presenting qualified subscribers.
  • Minimum Subscription: $5,000 CAD (83,333 units) to avoid disproportionate administrative fees.
  • Hold Period: 4 months and 1 day under Canadian law.
• Operational Progress (Sorel-Tracy Plant):
  • Grid Interconnection: Hydro-Québec installed the energy meter on July 22, 2025, and completed interconnection on August 13, 2025.
  • Water Connection: City of Sorel-Tracy completed the connection to the main water network.
  • Production Timeline: Phase 1 production targeted for the beginning of Q4 2025.
• Capital Context:
  • The acquisition follows a previously announced $50 million non-dilutive construction capital facility (announced May 1 and June 1, 2025), demonstrating strengthened capital position for broader project financing.

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.”