FuelPositive Corporation (TSX.V: NHHH) (OTCQB:NHHHF) (the “Company”), a leading Green Ammonia company, is pleased to announce its upcoming non-brokered private placement (the “Offering”) to raise up to $7,500,000. The Offering supports FuelPositive's unwavering commitment to revolutionizing the Green Ammonia industry by commercializing its sustainable solutions.
The Offering will consist of up to 115,384,615 units of the Company (each, a “Unit”) priced at $0.065 per Unit. Each Unit will consist of one common share of the Company and one common share purchase warrant (each, a “Warrant”), allowing holders to purchase an additional common share at an exercise price of $0.09 within thirty-six months following the closing date of the Offering. In the event the volume-weighted average closing price of the Company's common shares on the TSX Venture Exchange exceeds $0.40 for ten consecutive trading days, the Company retains the option to accelerate the expiry date of the Warrants to thirty days after a public announcement of the election.
Ian Clifford, Board Chair and CEO, expressed his support for the Offering, stating, “We are introducing this financing to incorporate the newly implemented 'Listed Issuer Financing Exemption' (LIFE). I am often asked how non-accredited investors can participate in FuelPositive financings, and I am pleased that the LIFE structure enables new and existing shareholders, who may not qualify as accredited investors, to participate equally. Additionally, we anticipate that the enhanced liquidity resulting from this Offering will contribute to greater growth for the Company. The Company's pioneering green ammonia technology and decentralized business model holds immense potential to reshape the ammonia industry, fostering a greener future for generations to come. The net proceeds from this financing will help ensure FuelPositive’s leadership and “first-mover” position in the multi-billion dollar sustainable and green ammonia industry.”
The net proceeds from this Offering will only be utilized for further development of demonstration systems for the commercial production of green ammonia, and for general working capital purposes. It is important to note that the Company intends to allocate proceeds only to compensate for services provided to the Company in the ordinary course of business, without making any payments to persons conducting investor relations activities.
The Offering will be open to purchasers pursuant to the Accredited Investor Exemption outlined in Part 2 of National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), as well as to purchasers resident in Canada, excluding Quebec, in an amount up to 76,923,077 Units pursuant to the Listed Issuer Financing Exemption as outlined in Part 5A of NI-45-106. There will be an offering document related to the portion of the Offering conducted under the Listed Issuer Financing Exemption accessible under the Company’s profile at www.sedar.com and on the Company’s website at: www.fuelpositive.com. Prospective investors should read this offering document before making an investment decision.
The securities issued in the Offering pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with Canadian securities laws. All other securities issued in the Offering will be subject to a statutory hold period of four-months-and-one-day following issuance. The Company will pay finders’ fees to eligible parties who have assisted in introducing subscribers to the Offering. Closing of the Offering remains subject to the approval of the TSX Venture Exchange.
