{"id":814,"date":"2026-03-31T14:19:29","date_gmt":"2026-03-31T14:19:29","guid":{"rendered":"https:\/\/charbone.com\/?post_type=news&p=814"},"modified":"2026-10-06T00:15:40","modified_gmt":"2026-10-06T00:15:40","slug":"charbone-announces-term-sheet-with-riverfort-for-10m-convertible-loan","status":"publish","type":"news","link":"https:\/\/charbone.com\/en\/new\/charbone-announces-term-sheet-with-riverfort-for-10m-convertible-loan\/","title":{"rendered":"CHARBONE Announces Term Sheet with RiverFort for $10M Convertible Loan"},"content":{"rendered":"

CHARBONE CORPORATION<\/strong><\/p>\n

PRESS RELEASE<\/strong><\/p>\n

CHARBONE Announces Term Sheet with RiverFort for $10M Convertible Loan<\/strong><\/p>\n

Brossard, Quebec, March 31, 2026<\/strong> \u2013 CHARBONE CORPORATION<\/strong> (TSXV: CH; OTCQB: CHHYF; FSE: K47) (\u201cCHARBONE<\/strong>\u201d or the \u201cCompany<\/strong>\u201d), a North American producer and distributor specializing in clean Ultra High Purity (\u201cUHP<\/strong>\u201d) hydrogen and strategic industrial gases, is pleased to announce that it has entered into a secured convertible loan term sheet dated March 30, 2026 (the \u201cConvertible Loan<\/strong>\u201d) that provides for up to $10 million of financing from RiverFort Global Capital Ltd (\u201cRiverFort<\/strong>\u201d or the \u201cLender<\/strong>\u201d), representing a significant milestone in CHARBONE\u2019s current financing and growth strategy.<\/p>\n

The Convertible Loan provides for a $10 million secured convertible loan commitment, including an initial $2.15 million first drawdown that will become available upon the signature of a definitive agreement with RiverFort and concurrent closing, subject to approval by the TSX Venture Exchange. The Company is currently working with the RiverFort team on the definitive agreement for the Convertible Loan. If completed, the Convertible Loan is expected to provide CHARBONE with growth capital to advance further in its hydrogen production capacity investments and to accelerate development timelines.<\/p>\n

\u201cThis first step in establishing a strategic financing with RiverFort represents a transformative step for CHARBONE. It not only provides the capital to accelerate our hydrogen production projects, including our Sorel-Tracy project, but also gives us the flexibility to pursue industrial gases growth<\/em>,\u201d said Benoit Veilleux, CHARBONE\u2019s Chief Financial Officer and Corporate Secretary.<\/strong> \u201cWith this long-term partner and a strengthened balance sheet, we are well positioned to execute our growth strategy and create sustainable shareholder value.<\/em>\u201d<\/p>\n

About RIVERFORT<\/strong><\/p>\n

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$15bn of growth financing transactions.<\/p>\n

Financing Highlights<\/strong><\/p>\n

\uf0b7 Up to $10 million secured Convertible Loan, structured in multiple drawdowns.<\/p>\n

\uf0b7 The first drawdown consists of a $2.15 million initial advance payable at closing, \uf0b7 The second drawdown of up to $3 million may be advanced to the Company prior to the date falling 6 calendar months from the first drawdown closing and subject to mutual agreement, and the remaining $4.85 million will be available to be drawn 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.<\/p>\n

\uf0b7 The first drawdown is convertible, at the option of the Lender, into units composed of one common share of the Company (the \u201cCommon Shares<\/strong>\u201d) and 0.3 of a warrant, at a conversion price of $0.15 per unit.<\/p>\n

\uf0b7 Any subsequent drawdowns will be convertible, at the option of the Lender, into Common Shares at a conversion price per Common Share at a 25% premium to the 5 daily VWAP of the common shares immediately preceding their drawdown date, reflecting a premium pricing structure aligned with future growth and scale.<\/p>\n

\uf0b7 Each whole warrant issued in connection with the first drawdown of $2.15 million will be exercisable to acquire one additional common share in the capital of CHARBONE, at a price per share of $0.195, for a period of 48 months, subject to a maximum of 5 years from the Convertible Loan closing date.<\/p>\n

\uf0b7 Drawdowns under the Convertible Loan are available for a three-year term, with each drawdown repayable over 18-months.<\/p>\n

\uf0b7 12% annual interest payable in cash every 4 months.<\/p>\n

\uf0b7 If not converted before, 10% of the first drawdown shall be repaid at the end of six months, 20% at the end of 12 months and 70% on maturity date.<\/p>\n

\uf0b7 An implementation fee of 5% of the first drawdown will be paid in cash on closing and a non-refundable $20,000 due diligence fee has already been paid.<\/p>\n

\uf0b7 Secured with a first rank universal mortgage in Charbone Hydrogen Quebec Inc. (Sorel-Tracy project).<\/p>\n

\uf0b7 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.<\/p>\n

September 2025 Convertible Replacement Debentures Conversion<\/strong><\/p>\n

CHARBONE announce the partial conversion of the September 2025 Convertible Replacement Debentures, issued and announced on October 1, 2025, for an amount of $1.15M.<\/p>\n

About CHARBONE CORPORATION<\/strong><\/p>\n

CHARBONE is a developer and producer of clean Ultra High Purity (UHP) hydrogen with a growing industrial gas distribution platform. Through a modular approach, CHARBONE is focused on developing a network of clean hydrogen production facilities throughout North America and select markets abroad, starting with its flagship Sorel-Tracy project in Quebec. The Company\u2019s integrated model reduces risk, enhances scalability, and enables diversified revenue streams through partnerships in helium and other specialty gases. CHARBONE is committed to supporting the global transition to a lower-carbon economy by providing accessible, decentralized clean hydrogen and specialty gas solutions while supporting underserved industrial gas customers and accelerating the shift to localized clean energy. CHARBONE is listed on the TSX Venture Exchange (TSXV: CH)<\/strong>, the OTC Markets (OTCQB: CHHYF)<\/strong>, and the Frankfurt Stock Exchange (FSE: K47)<\/strong>. Visit www.charbone.com<\/a>.<\/p>\n

Forward-Looking Statements<\/strong><\/p>\n

This news release contains statements that are \u201cforward-looking information\u201d as defined under Canadian securities laws (\u201cforward-looking statements\u201d). These forward-looking statements are often identified by words such as \u201cintends\u201d, \u201canticipates\u201d, \u201cexpects\u201d, \u201cbelieves\u201d, \u201cplans\u201d, \u201clikely\u201d, or similar words. The forward-looking statements reflect management’s expectations, estimates, or projections concerning future results or events, based on the opinions, assumptions and estimates considered reasonable by management at the date the statements are made. Although Charbone believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements involve risks and uncertainties, and undue reliance should not be placed on forward-looking statements, as unknown or unpredictable factors could cause actual results to be materially different from those reflected in the forward-looking statements. The forward-looking statements may be affected by risks and uncertainties in the business of Charbone. These risks, uncertainties and assumptions include, but are not limited to, those described under \u201cRisk Factors\u201d in the Corporation\u2019s Management\u2019s Discussion & Analysis for the period ended September 30, 2025, which is available on SEDAR+ at www.sedarplus.ca<\/a>; they could cause actual events or results to differ materially from those projected in any forward-looking statements.<\/em><\/p>\n

Except as required under applicable securities legislation, Charbone undertakes no obligation to publicly update or revise forward-looking information.<\/em><\/p>\n

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the<\/strong><\/p>\n

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release<\/strong>.<\/em><\/p>\n","protected":false},"parent":0,"template":"","class_list":["post-814","news","type-news","status-publish","hentry"],"acf":{"pdf_file":1613},"yoast_head":"\nCHARBONE Announces Term Sheet with RiverFort for $10M Convertible Loan > Charbone<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/charbone.com\/en\/new\/charbone-announces-term-sheet-with-riverfort-for-10m-convertible-loan\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"CHARBONE Announces Term Sheet with RiverFort for $10M Convertible Loan > Charbone\" \/>\n<meta property=\"og:description\" content=\"CHARBONE CORPORATION PRESS RELEASE CHARBONE Announces Term Sheet with RiverFort for $10M Convertible Loan Brossard, Quebec, March 31, 2026 \u2013 CHARBONE CORPORATION (TSXV: CH; 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