CHARBONE Announces a Non-Brokered Private Placement Closing of $3.1M

Brossard, Quebec, January 12, 2026 – CHARBONE CORPORATION (TSXV: CH; OTCQB: CHHYF; FSE: K47) (“CHARBONE” or the “Company”), a North American producer and distributor specializing in clean Ultra High Purity (“UHP”) hydrogen and strategic industrial gases, is pleased to announce the closing of a non-brokered private placement (the “Equity Offering”) for gross proceeds of $3.1 million.

“We are excited to start the year 2026 with a strong improvement to our balance sheet and support shown by long term investors in this private placement,” said Benoit Veilleux, CFO and Corporate Secretary of CHARBONE. “The completion of this financing provides CHARBONE with the resources for the Phase 1B at Sorel-Tracy site, increasing our clean UHP hydrogen production capacity by 4.5 times reaching almost 1 tonne per day.”

Private Placement Details

CHARBONE is issuing 23,614,286 Units, with each Unit priced at $0.13125 and consisting of one common share and one common share purchase warrant.

The proceeds from the Equity Offering will be primarily allocated to the Company’s purchase and installation of the Phase 1B hydrogen equipment at the Sorel-Tracy site, and general working capital requirements.
Each of the units offered (each a “Unit”), priced at $0.13125 per Unit, included one common share of the Company (each, a “Unit Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant gives the holder the right to buy one additional common share of the Company at an exercise price of $0.18 for 24 months after the closing date of the Equity Offering (the “Closing Date”) with an acceleration right forcing the exercise of Warrants, within 30 days, if the market price of the Company’s common shares on the TSX Venture Exchange is $0.30 or higher for 10 consecutive trading days.
At the Closing Date, the Company paid a finder’s fee of $247,950. It also issued 1,889,143 finder’s warrants to registered dealers related to the sale of specific Units to qualified subscribers introduced by such dealers. The Units were distributed pursuant to a decision under Section 12 of the Securities Act (Quebec) to qualified subscribers outside of the Province of Quebec mainly to one institutional investor located in Germany.
The closing of the Equity Offering remains subject to the approval of the TSX Venture Exchange and other customary closing conditions.

This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation, or sale would be unlawful, including in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and relevant state laws, or if an exemption from registration is available.

Momentum Public Relations Inc. Appointment

CHARBONE has retained the services of Momentum Public Relations Inc. (“Momentum”) for services related to its investor and media relations strategies. These services will be primarily provided by Mr. Maxence Gagné-Godbout, who acts at arm’s length from the Company. Under the agreement, Momentum will receive fees of $10,000 per month. The six-month agreement is valid until May 15, 2026. No other compensation is payable under this engagement. The agreement is subject to regulatory approval.

About CHARBONE CORPORATION

CHARBONE is a vertically integrated industrial gases company focused on developing and operating a network of supply hubs for the production, storage, and distribution of Ultra-High Purity (UHP) strategic industrial gases. The Company serves customers across sectors including semiconductors, artificial intelligence and data centers, advanced pharmaceuticals, and aerospace and defense technologies, where UHP gases are critical for high-precision manufacturing processes and operational performance. CHARBONE is advancing a network of clean UHP hydrogen production facilities across North America and selected international markets. The Company’s modular, decentralized, and demand-driven approach, combined with its integrated storage and distribution platform for all UHP gases, supports scalable growth, enhances operational flexibility, and enables more stable and diversified revenue generation. This model allows CHARBONE to efficiently serve mid-tier industrial gas customers with a reliable supply of UHP gases, including hydrogen, helium, oxygen, and any others that are in high-demand gases that are often difficult to source. The Company is committed to supporting the global transition to a lower-carbon economy by providing accessible, decentralized clean hydrogen and specialty gases, while addressing supply gaps for underserved industrial customers and accelerating the shift towards localized clean energy. CHARBONE is listed on the TSX Venture Exchange (TSXV: CH), the OTC Markets (OTCQB: CHHYF), and the Frankfurt Stock Exchange (FSE: K47).

Forward-Looking Statements

This press release contains statements that constitute “forward-looking information” within the meaning of Canadian securities laws (“forward-looking statements”). These forward-looking statements are often identified by words such as “intends”, “anticipates”, “expects”, “believes”, “plans”, “likely”, or similar words. Forward-looking statements reflect the respective expectations, estimates or projections of Charbone’s management regarding future results or events, based on opinions, assumptions and estimates considered reasonable by management at the date the statements are made. Although Charbone believes that the expectations expressed 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 differ materially from those expressed in the forward-looking statements. Risks and uncertainties related to Charbone’s activities may affect forward-looking statements. These risks, uncertainties and assumptions include, without limitation, those described under “Risk Factors” in the Company’s management discussion and analysis for the period ended September 30, 2025, which can be accessed on SEDAR+ at www.sedarplus.ca; they could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Unless required by applicable securities laws, Charbone does not undertake to update or revise the forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.