Varennes, Quebec, September 8, 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 the closing of the $1.5 million drawdown previously announced on September 2, 2026 from RiverFort Global Opportunities PCC Ltd (“RiverFort” or “Lender”), representing half of the second drawdown of up to $3 million that is available 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
CHARBONE has successfully completed the closing of the $1.5 million second drawdown under the Convertible Loan with RiverFort. 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 of up to $1.5 million pursuant to the $3 million that is set aside under the second drawdown provision of 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. $1.5 million of the second drawdown of up to $3 million is now closed, and the remaining $1.5 million may be advanced to the Company prior to the date falling 6 calendar months from the first drawdown closing, subject to mutual agreement. The remaining $4 million out of $10 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. The maturity dates are October 29, 2027 for the initial drawdown and March 4, 2028 for the $1.5 million second drawdown.
- Interest: 12% per annum, payable in cash every 4 months. Default interest capped at 24%.
- Conversion: The $1.5 million of the second drawdown is 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 from the closing date.
- Warrants: Each whole warrant issued in connection with the $1.5 million drawdown 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 drawdowns has been paid in cash on closing of each drawdown.
As a result of the closing of the $1.5 million drawdown, RiverFort currently holds an aggregate of $4.5 million in principal amount owing under the Convertible Loan. CHARBONE and RiverFort will continue to evaluate subsequent drawdowns under the Convertible Loan facility, which may be advanced over time in accordance with the agreement and at the Company’s request in line with capital requirements.
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: “With this capital now closed, we are focused on execution to maintain our rapid pace of growth. The proceeds are being deployed directly toward our priorities at Sorel-Tracy and across our industrial gas platform, and we remain committed to delivering on the milestones we have communicated to our shareholders.”
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.
