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

BROSSARD, QC, Jan. 12, 2026 /PRNewswire/ -- 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.

About CHARBONE CORPORATION
CHARBONE is a developer and producer of clean Ultra High Purity (UHP) hydrogen with a growing industrial gas distribution platform. Through a modular approach, CHARBONE is focused on developing a network of clean hydrogen production facilities throughout North America and select markets abroad, starting with its flagship Sorel-Tracy project in Quebec. The Company's integrated model reduces risk, enhances scalability, and enables diversified revenue streams through partnerships in helium and other specialty gases. CHARBONE is committed to supporting the global transition to a lower-carbon economy by providing accessible, decentralized clean hydrogen and specialty gas solutions while supporting underserved industrial gas customers and accelerating the shift to 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). Visit www.charbone.com.

Forward-Looking Statements

This news release contains statements that are "forward-looking information" as defined under 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. The forward-looking statements reflect management's expectations, estimates, or projections concerning future results or events, based on the opinions, assumptions and estimates considered reasonable by management at the date the statements are made. Although Charbone believes that the expectations reflected 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 be materially different from those reflected in the forward-looking statements. The forward-looking statements may be affected by risks and uncertainties in the business of Charbone. These risks, uncertainties and assumptions include, but are not limited to, those described under "Risk Factors" in the Corporation's Management's Discussion & Analysis for the period ended September 30, 2025, which is available on SEDAR+ at www.sedarplus.ca; they could cause actual events or results to differ materially from those projected in any forward-looking statements.

Except as required under applicable securities legislation, Charbone undertakes no obligation to publicly update or revise forward-looking information.

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

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SOURCE CHARBONE Corporation