Charbone Hydrogen is Acquiring Hydrogen Production Assets and Closing a First Tranche of $1M Private Placement Financing

(TheNewswire)

Brossard, Quebec, September 4, 2025– TheNewswire - CHARBONE HYDROGEN
CORPORATION (TSXV: CH; OTCQB: CHHYF;FSE: K47) (the “Company” or “CHARBONE”),a company focused on green hydrogen production and distribution,is pleased to announce it has signed, onSeptember 4, 2025, an Asset Purchase Agreement to acquire operationalhydrogen production and refuelling equipment in Quebec. The strategicacquisition will enable CHARBONE to fast-track the commissioning ofCHARBONE’s flagship Sorel-Tracy facility phase 1 and empowerCHARBONE to produce and deliver first industrial high purity hydrogen(UHP) sales in the upcoming quarter.

The equipment, currently in usewill be dismantled, repurposed and relocated toSorel-Tracy.

This transaction follows CHARBONE’s signing of anon-dilutive USD 50 millionconstruction capital facility announced on May 1and June 4, 2025. While this facility is earmarked for broader projectfinancing rather than this equipment purchase, it demonstratesCHARBONE’s strengthened capital position and ability to scale up itsoverall development plan.

Key Investor Highlights

• Accelerated Timeline: Repurposing Harnois’ proven operating equipment reducesinstallation costs of new equipment — enabling production byearly Q4 2025 

• Selection Process: CHARBONE has been selected as thebuyer of the equipment by accepting $1M in CHARBONE stockas part of a portion of the purchase price at anissue price equal to the market price of CHARBONE’s shares on theTSX Venture Exchange on the effective date plus a cash balance payablein 3 tranches payment, with one-third payment onthe effective date and the remaining paid over two years —preserving cash for growth. 

• Operational Progress: Grid connection is completed; Hydro-Québec installed theenergy meter on July 22, and completed the interconnection on August13, while the Town of Sorel-Tracy completed the water connection toits main system, providing the site with the two elements needed forhydrogen production. 

Private Placement Details

Additionally, CHARBONE is pleased to announce thesequential closings of its $1M non-brokered private placement (the“Equity Offering”). The Company has already secured $0.5 millionto accelerate the completion of its flagship green hydrogen productionfacility in Sorel-Tracy, Quebec.

• The initial tranche involved the issuance of 7,699,666units. A second tranche for the remaining $0.5M is expected to closeby October 15, 2025. 

• The proceeds from the Equity Offering will be primarilyallocated to the Company’s purchase of the operating hydrogenequipment from Harnois, re-installation at the Sorel-Tracy site, andinfrastructure development, and general working capitalrequirements. 

• Each of the units
  offered (each a Unit”), priced at $0.06 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
  $0.08 for 24 months after
  the closing date of the Offering (the Closing Date”). At
  the Closing Date, the Company paid a finder’s fee of $17,222 and
  issued 287,040 finder’s warrants to registered dealers related to
  the sale of certain Units to qualified subscribers introduced by such
  dealers. The Units were offered under the “accredited investor”
  exemptions of National Instrument 45-106 – Prospectus Exemptions (in Québec, Regulation 45-106 – Prospectus Exemptions). However, the Company reserves the right to decline
  subscription amounts below $5,000 (83,333 Units) to avoid excessive
  administrative costs. 
  

  
  

• The closing of the Equity Offering remains subject to
  the approval of the TSX Venture Exchange and other customary closing
  conditions. The Company may close a second tranche in the coming days,
  but no later than October 15, 2025.  All securities issued under the
  Offering are subject to a statutory four-month and one-day hold period
  in Canada following the Closing Date 
  

  
  

• 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 
  

  
  

CEO Comment

“Investors have waited for Sorel-Tracy to move from
development to revenue,” said Dave Gagnon, President and CEO of CHARBONE. “By repurposing proven equipment — at a lower cost of a
new build — and structuring the deal to preserve cash, we’re
entering execution mode with strong capital backing and minimal
dilution. He continues;
This acquisition positions us to deliver green and high
purity hydrogen (UHP) to our industrial customers quicker, and with
best-in-class operating equipment.”

Why This Matters

This acquisition signals a turning point for
CHARBONE: after years of development, the company is positioned to
deliver its first hydrogen revenues, leverage non-dilutive capital to
scale, and capture early-mover advantages in the North American green
hydrogen market.

About CHARBONE HYDROGEN
CORPORATION

CHARBONE is an integrated company specialized in Ultra
High Purity (UHP) hydrogen and the strategic distribution of
industrial gases in North America and the Asia-Pacific region. It is
developing a modular network of green hydrogen production while
partnering with industry players to supply helium and other specialty
gases without the need to build costly new
plants. This disciplined strategy diversifies revenue streams, reduces
risks, and increases flexibility. The CHARBONE group is publicly
listed in North America and Europe 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.

Forward-Looking Statements

This news release containsstatements that are “forward-looking information” as defined underCanadian securities laws (“forward-looking statements”). Theseforward-looking statements are often identified by words such as“intends”, “anticipates”, “expects”, “believes”,“plans”, “likely”, or similar words. The forward-lookingstatements reflect management's expectations, estimates, orprojections concerning future results or events, based on theopinions, assumptions and estimates considered reasonable bymanagement at the date the statements are made. Although Charbonebelieves that the expectations reflected in the forward-lookingstatements are reasonable, forward-looking statements involve risksand uncertainties, and undue reliance should not be placed onforward-looking statements, as unknown or unpredictable factors couldcause actual results to be materially different from those reflectedin the forward-looking statements. The forward-looking statements maybe affected by risks and uncertainties in the business of Charbone.These risks, uncertainties and assumptions include, but are notlimited to, those described under “Risk Factors” in theCorporation’s Filing Statement dated March 31, 2022, which isavailable on SEDAR at www.sedar.com; they could cause actual events orresults to differ materially from those projected in anyforward-looking statements.

Except as required under applicablesecurities legislation, Charbone undertakes no obligation to publiclyupdate or revise forward-looking information.

Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in policies ofthe TSX Venture Exchange) accepts responsibility for the adequacy oraccuracy of this release.

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