Fuelpositive arranges $5-million private placement

Executive Summary

• Fuelpositive Corp. announced a non-brokered private placement to raise up to $5 million in gross proceeds by issuing up to 71,428,571 units at $0.07 per unit.
• The company is simultaneously settling outstanding indebtedness of $841,915.03 by issuing 16,036,477 units to bridge lenders, effectively converting debt into equity.
• The financing is intended to activate and operate the company's first on-farm pilot project (FP300) in Sperling, Manitoba, and fund final system updates to begin the demonstration phase.

Key Details

• Private Placement Structure:
  • Type: Non-brokered private placement.
  • Units Offered: Up to 71,428,571 units.
  • Price: $0.07 per unit.
  • Gross Proceeds: Up to $5,000,000.
  • Jurisdiction: Available to purchasers resident in Canada and other qualifying jurisdictions under the listed issuer financing exemption (NI 45-106).
  • Unit Composition: Each unit consists of one common share and one common share purchase warrant.
  • Warrant Terms: Each warrant entitles the holder to acquire one additional common share at an exercise price of $0.10 within 48 months.
  • Statutory Hold: No statutory hold period applies to these securities.
  • Conditions: Contingent upon approval by the TSX Venture Exchange.
• Debt Conversion:
  • Total Debt Settled: $841,915.03.
  • Units Issued: 16,036,477 units.
  • Deemed Price: $0.0525 per unit.
  • Unit Composition: Each unit consists of one common share and one common share purchase warrant.
  • Warrant Terms: Each warrant entitles the holder to acquire one additional common share at an exercise price of $0.07 within 60 months.
  • Resale Restrictions: Securities issued for debt settlement are subject to a 4-month and 1-day hold period.
  • Conditions: Contingent upon approval by the TSX Venture Exchange.
• Use of Proceeds:
  • Complete final system updates for the FP300 pilot.
  • Fulfill supplier obligations.
  • Commence the demonstration phase.
  • Optimize system performance and establish commercial manufacturing agreements.
• Operational Context:
  • The FP300 demonstration system was delivered in June 2024 to an 11,000-acre grain farm in Sperling, Manitoba.
  • The system is designed to produce 100 metric tonnes of green ammonia annually.
  • The company aims to transition from development to real-world deployment to secure first-mover advantage and generate revenue.

Notable Quotes

• "The need for our solutions for farmers has never been more evident, and our technology is ready... 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." — Ian Clifford, Co-founder and CEO.
• "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... In recognition of this, the company plans to offer such lenders the most favourable terms reasonably available under relevant exchange rules." — Ian Clifford, Co-founder and CEO.