CHARBONE Closes $10M Convertible Loan Facility with RiverFort to Accelerate Hydrogen Production

CHARBONE Corporation (TSXV: CH; OTCQB: CHHYF; FSE: K47), a North American producer and distributor of clean ultra-high purity (UHP) hydrogen and industrial gases, announced the closing of a secured convertible loan facility with RiverFort Global Opportunities PCC Ltd. for up to $10 million. The initial drawdown of $3 million has been completed, representing the first tranche of the total committed financing.

The Convertible Loan is structured as a multi-drawdown secured facility, with additional tranches available over the three-year term. The second drawdown of up to $3 million may be advanced within six months of the first drawdown closing, subject to mutual agreement. The remaining $4 million is available in aggregate during the term, also subject to mutual agreement and customary conditions.

Key terms include a 12% annual interest rate payable in cash every four months, with default interest capped at 24%. The first drawdown is convertible at the lender's option into units comprising one common share and 0.3 of a warrant at a conversion price of $0.15 per unit. If not converted, 10% of the first drawdown is repayable at six months, 20% at 12 months, and 70% at maturity on October 29, 2027. Warrants issued are exercisable at $0.195 per share for 48 months. The loan is secured by a first ranking hypothec over the movable property of Charbone Hydrogène Québec Inc. and Charbone Hydrogen Corporation.

Proceeds from the initial drawdown will accelerate development timelines of the Company's clean UHP hydrogen production facilities, support capital expenditures and equipment deployment, and provide general working capital to accelerate near-term growth initiatives.

"This closing represents an important milestone for CHARBONE as we continue to execute on our growth strategy," said Benoit Veilleux, CHARBONE's Chief Financial Officer and Corporate Secretary. "The partnership with RiverFort provides flexible, staged capital that aligns with our development timeline and supports the acceleration of our hydrogen infrastructure buildout."

RiverFort, with offices in London, Australia, Gibraltar, and a presence in Europe and Canada, provides debt and equity-based capital to high-growth companies and has executed over US$15 billion in growth financing transactions.

CHARBONE is a vertically integrated industrial gases company serving sectors including semiconductors, artificial intelligence and data centers, advanced pharmaceuticals, and aerospace and defense. The Company is advancing a network of clean UHP hydrogen production facilities across North America. Its modular, decentralized approach aims to efficiently serve mid-tier industrial gas customers with reliable supply of UHP gases including hydrogen, helium, and oxygen. The Company is committed to supporting the transition to a lower-carbon economy by providing accessible, decentralized clean hydrogen and specialty gases.

CHARBONE is listed on the TSX Venture Exchange (TSXV: CH), the OTC Markets (OTCQB: CHHYF), and the Frankfurt Stock Exchange (FSE: K47). For more information, visit www.charbone.com.