Varennes, Quebec, September 2, 2026 – CHARBONE CORPORATION (TSXV: CH; OTCQB: CHHYF; FSE: K47) (“CHARBONE” or the “Company”), a vertically integrated industrial gases company focused on production, distribution and storage of clean ultra-high purity (“UHP”) hydrogen and other strategic industrial gases, is pleased to announce that RiverFort Global Opportunities PCC Ltd (“RiverFort” or “Lender”) has agreed to advance $1.5 million, representing half of the second drawdown of up to $3 million, to the Company prior to the date falling 6 calendar months from the first drawdown closing of the secured convertible loan facility (the “Convertible Loan”) for up to $10 million as previously announced on April 29, 2026.
Transaction Overview
The $1.5 million forming part of the second drawdown will become available upon satisfaction of the closing conditions, including the approval by the TSX Venture Exchange. The Convertible Loan is structured as a multi-drawdown secured facility, with additional tranches available to the Company over the term of the agreement, subject to customary conditions and mutual agreement between the parties. Accordingly, the Company may complete an additional drawdown pursuant to the $3 million set aside under the second drawdown under the Convertible Loan.
Key Terms of the Convertible Loan
- Total facility size: Up to $10 million secured Convertible Loan, structured in multiple drawdowns.
- Drawdowns: The Initial Drawdown of $3 million closed on April 29, 2026. Half of the second drawdown of
up to $3 million is in the closing process and the remaining may be advanced to the Company prior to the date
falling 6 calendar months from the first drawdown closing and subject to mutual agreement. The remaining
$4 million will be available to be drawn by the Company in aggregate during the Convertible Loan term,
subject to mutual agreement between the Company and RiverFort and customary conditions set out in the
Convertible Loan agreement. - Term: Drawdowns under the Convertible Loan are available for a three-year term, with each drawdown
repayable over 18 months. Initial Drawdown maturity date is on October 29, 2027. - Interest: 12% per annum, payable in cash every 4 months. Default interest capped at 24%.
- Conversion: Half of the second drawdown would be convertible, at the option of the Lender, into units
composed of one common share of the Company and 0.3 of a warrant, at a conversion price of $0.196875 per
unit. If not converted before, 10% shall be repaid at the end of 6 months, 20% at the end of 12 months and
70% on maturity date in 18 months. The securities issued upon any conversion of the principal amount of the
Convertible Loan will be subject to the statutory four-month hold period in Canada. - Warrants: Each whole warrant issued in connection with half of the second drawdown of $3 million will be
exercisable to acquire one additional common share of CHARBONE, at a price per share of $0.236250, for a
period of 48 months, subject to a maximum of 5 years from the Convertible Loan closing date, April 29, 2026. - Security: Secured with a first ranking hypothec over the universality of all present and future movable
property of each of Charbone Hydrogène Québec Inc. (Sorel-Tracy project) and Charbone Hydrogen
Corporation. - An implementation fee of 5% of the drawdown will be paid in cash on closing of each drawdown.
The Company intends to close the $1.5 million drawdown shortly after receipt of the conditional acceptance of the
TSX Venture Exchange.
Use of Proceeds
The Convertible Loan is a key component of CHARBONE’s broader strategy to scale hydrogen production capacity
and expand its industrial gas platform across North America. The proceeds from the $1.5 million drawdown are
expected to be used to:
- Accelerate development timelines of the Company’s clean UHP hydrogen production plants
- Support capital expenditures and equipment deployment
- Provide general working capital to accelerate near-term growth initiatives
Benoit Veilleux, Chief Financial Officer and Corporate Secretary of CHARBONE, commented: “This drawdown
reflects the continued confidence RiverFort has placed in CHARBONE and our execution to date. The structured,
multi-tranche nature of this facility allows us to access growth capital in a disciplined way, aligned with our
operational milestones at Sorel-Tracy and across our industrial gases platform. Importantly, this is not a traditional
equity raise, but a convertible loan structure where there is no dilution to shareholders today. Minimizing dilution is
always our priority. We look first at non-dilutive and low-dilution structures including project-level financing,
equipment financing and strategic partnerships that are designed to accelerate our growth. We remain focused on
delivering value for our shareholders through operational performance.”
About RiverFort
RiverFort provides debt and equity-based capital to high-growth companies. As an international business operating from offices in London, Australia and Gibraltar along with a strong presence in Europe, and Canada, RiverFort has a multi-sector and global orientation. RiverFort prides itself in creating mutually beneficial partnerships between its alternative funding sources, including family office co-investors, and investee companies it believes in. The RiverFort team has executed in excess of US$15 billion of growth financing transactions.
