CHARBONE annonce une entente de conditions avec RiverFort pour un pret convertible de 10 millions de dollars

Executive Summary

• Charbone announced a term sheet for a secured convertible loan with RiverFort Global Capital Ltd, providing up to US$10 million of financing.
• An initial US$2.15 million will be funded at closing, subject to TSX‑V approval, with additional tranches of US$3 million and US$4.85 million available under mutually agreed conditions.
• The loan carries a 12% annual cash interest (payable quarterly), conversion features tied to the company’s common shares and warrants, and is secured by a first‑rank universal mortgage on Charbone Hydrogen Québec Inc.’s Sorel‑Tracy project.

Key Details

• Maximum Commitment: US$10 million convertible secured loan.
• First Tranche: US$2.15 million payable at closing of the definitive agreement; convertible at $0.15 per unit (one common share + 0.3 subscription warrants).
• Second Tranche: Up to US$3 million, available within six calendar months after first‑tranche closing, subject to mutual agreement.
• Final Tranche: Remaining up to US$4.85 million may be drawn in a single request during the loan term, also subject to mutual agreement.
• Conversion Mechanics:
• First tranche convertible at $0.15 per unit (share + 0.3 warrants).
• Subsequent draws convertible at a price equal to the VWAP of Charbone’s common shares over the five trading days preceding each draw, plus a 25% premium.
• Warrant Terms: Each whole warrant issued with the first draw allows purchase of one additional share at $0.195 per share for up to 48 months, exercisable within five years from loan closing.
• Interest Rate: 12% per annum, payable in cash every four months.
• Amortization & Repayment: Each draw is repayable over 18 months; if not converted, repayment schedule is 10% at six months, 20% at twelve months, and 70% at maturity.
• Fees: Implementation fee of 5% of the first tranche payable in cash at closing; non‑refundable due diligence fee of US$20,000 already paid.
• Security: First‑rank universal mortgage on Charbone Hydrogen Québec Inc., covering the Sorel‑Tracy hydrogen project.
• Legal Hold Period: Shares issued upon conversion are subject to a four‑month Canadian lock‑up period.
• Partial Conversion of Existing Debt: Charbone disclosed partial conversion of its September 2025 replacement convertible debentures for US$1.15 million.

Notable Quotes

“This first step in securing strategic financing with RiverFort represents a decisive turning point for CHARBONE. It provides the capital needed to accelerate our hydrogen production projects, particularly Sorel‑Tracy, and the flexibility required to grow in the industrial gases sector,” – Benoît Veilleux, CFO & Corporate Secretary, Charbone.