April 24, 2026
CHARBONE Increases $10M Convertible Loan First Drawdown Amount to $3M
Brossard, Quebec, April 23, 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, following its news release dated March 31, 2026, is pleased to announce that the closing process is progressing on the secured convertible loan (the “Convertible Loan”) that will provide for up to $10 million of financing from Riverfort Global Opportunities PCC Ltd (“RiverFort” or the “Lender”), and confirms that terms have been modified as follows:
- The first drawdown amount has been increased from $2.15 million to $3 million;
- 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 reference price (defined as the greater of: (i) the average of the five (5) daily VWAPs of the Shares immediately preceding the applicable drawdown date, and (ii) a 5% premium to the market price of the common shares at the time of the issuance of a press release announcing such drawdown); and
- In respect of any amount not paid when due, only if applicable, default interest shall accrue in such a manner that the total return of this instrument under each drawdown, calculated based on the outstanding principal balance, shall be capped at twenty-four percent (24%) per annum.
The first drawdown will become available upon the signature of the definitive agreements with RiverFort and satisfaction of the closing conditions provided for in the Convertible Loan, including the approval by the TSX Venture Exchange. Please find unchanged terms of the first drawdown below:
- 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 $0.15 per unit.
- Each whole warrant issued in connection with the first drawdown of $3 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.
- 12% annual interest payable in cash every 4 months.
- 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 in 18 months.
- An implementation fee of 5% of the first drawdown will be paid in cash on closing and a nonrefundable $20,000 due diligence fee has already been paid.
- 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.
- 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.
CHARBONE also announces the completion of the full conversion of the September 2025 Convertible
Replacement Debentures, issued and announced on October 1, 2025, for an amount of $2.05M.
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.
To contact Charbone Corporation:
- Benoit Veilleux
- Chief Financial Officer and Corporate Secretary