FuelPositive Announces Strategic Private Placement Investment, Debt Settlement and Progress in Manitoba

FuelPositive Corporation (TSX.V: NHHH) (OTCQB: NHHHF) (the "Company") is pleased to announce a new financing (terms outlined below) which will enable the Company to advance towards the activation of its first system and the commencement of revenue generation. This funding, with existing commitments from a dedicated long-term shareholder and new investors, including Manitoba-based farmers, will allow the Company to complete the final phase of pressure vessel certification, secure third-party engineering certifications, and move forward with the final step: connecting the system to Manitoba's green grid.

"The unwavering support from our investors has been instrumental in driving us closer to realizing our vision for the future of sustainable agriculture," stated Ian Clifford, Co-Founder, CEO and Board Chair of FuelPositive. "This milestone highlights the transformative potential of our technology to address key challenges in farming, energy sustainability, and beyond."

FuelPositive is also actively applying for significant provincial funding in Manitoba to cover the remaining activation costs and help transition the Company into revenue generation. In connection with the application, the founders have engaged a diverse network of supporters across government, academia, farming, and the agricultural industry, receiving many endorsements from leading experts and farmers across Canada. These collaborations underscore FuelPositive's innovative system's broad appeal and ability to contribute to sustainable development, clean energy adoption, and global food security.

The Company remains dedicated to its mission of delivering groundbreaking solutions. It is grateful for its stakeholders' continued confidence and backing, who have played a pivotal role in bringing this revolutionary technology to life.

Terms of the Offering:

FuelPositive Corporation will offer (the "Offering") up to 26,666,667 units (each, a "Unit") by way non-brokered private placement at a price of $0.03 per Unit for gross proceeds of up to $800,000.  Each Unit will consist of one common share of the Company and one common share purchase warrant (each, a "Warrant").  Each Warrant will be exercisable at a price of $0.05 for a period of sixty months, provided that in the event the ten-day volume-weighted average closing price of the common shares of the Company on the TSX Venture Exchange exceeds $0.40, the Company will have the right to accelerate the expiry of the Warrants.

The Company has received initial commitments of over $300,000 for the Offering and expects to complete the offering on or before December 31, 2024.  The Company intends to utilize the gross proceeds from the Offering to address current outstanding payables incurred in the ordinary course of business and to provide working capital to sustain operations and bring the Manitoba-based system to activation.  Except for compensation to directors and officers of the Company in the ordinary course of business, the Company does not anticipate any portion of the proceeds of the Offering will be utilized for payments to non-arms-length parties or persons engaged in investor relations activities.

The Company also announces that it will settle (the "Debt Settlement") outstanding indebtedness totaling $278,940.51 through the issuance of a further 9,298,017 Units at a deemed price of $0.03 per Unit.  The Indebtedness is owing by the Company to certain arms-length suppliers and was incurred in connection with the ongoing operations of the Company.