Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

First Hydrogen Corp. Capital/Financing Update 2026

Jan 8, 2026

46270_rns_2026-01-08_8bf15147-8287-4b96-b2cc-636509c44fec.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

This Offering Document (the “Offering Document”) constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.

These securities have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This Offering Document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

January 8 2026

FIRST HYDROGEN CORP.

(the "Issuer", the "Company", or "we")

SUBSCRIPTION PRICE: $0.30 PER UNIT

What are we offering?

Offering: Units (“Units”) of the Issuer, with each Unit being comprised of one common share of the Issuer (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will be exercisable to acquire an additional Share (each a “Warrant Share”, and together with the Units, Shares and Warrants, the “Securities”) at an exercise price of $0.45 per Warrant for a period of two years from the date of closing.¹
Offering Price: $0.30 per Unit.
Use of Proceeds: The Issuer intends to use the proceeds of this offering to develop small modular reactors (“SMR”) for clean hydrogen production and to evaluate potential project sites in Canada and Europe to address rising global clean-energy demand.
Offering Amount: A minimum of 4,000,000 Units for gross proceeds of $1,200,000 (the “Minimum Offering Amount”) and a maximum of 10,000,000 Units for gross proceeds of $3,000,000. In the event that the Minimum Offering Amount is are raised, the offering pursuant to this Offering Document may not proceed.
Closing Date: In one or more closings and is expected to close on or around February 14, 2026 or such other date as may be determined by the Issuer .
Exchange: The Shares of the Issuer are listed on the TSX Venture Exchange (the “TSX-V”), under the symbol “FHYD”. The Warrants are not listed on any exchange.
The Shares are also listed on the OTC Market under the trading symbol “FHYDF” and on the Frankfurt Stock Exchange under the symbol “FIT”. The Issuer is a reporting issuer in the provinces of British Columbia and Alberta.
Last Closing Price: The closing price of the Shares on the TSX-V on January 7, 2026 was $0.40.
Resale Restrictions: The Shares and Warrant Shares (upon exercise of the Warrants) acquired under the LIFE exemption by investors resident in Canada will not be subject to a hold period pursuant to applicable Canadian securities laws.

¹ NTD: Confirm if Offering in Quebec – if Offering in Quebec, this document will need to be translated to French.

LEGAL_48542179.3


LegAL_48542179.3

Description of Shares

The holders of Shares are entitled to: (i) receive dividends as and when declared by the board of directors of the Issuer, out of the moneys properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine; (ii) in the event of the dissolution, liquidation or winding-up of the Issuer, whether voluntary or involuntary, or any other distribution of the assets of the Issuer among its shareholders for the purpose of winding-up its affairs, receive the remaining property and assets of the Issuer; and (iii) receive notice of and to attend all meeting of the shareholders of the Issuer and to have one vote for each Share held at all meetings of the shareholders of the Issuer, except for meeting at which only holders of another specified class or series of shares of the Issuer are entitled to vote separately as a class or series.

Description of Warrants

Each Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.45 until 4:00 p.m. (Pacific time) on the date that is two years following the date of closing, after which time the Warrants will be void and of no value. The Warrants will be governed by the terms and conditions set out in the certificate representing the Warrants (the "Warrant Certificates") delivered to the Warrant holder at the closing of the Offering. The Warrant Certificates will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain customary events.

No fractional Warrants Shares will be issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be paid in lieu of fractional shares. The holding of Warrants will not make the holder thereof a shareholder of the Issuer or entitle such holder to any right or interest in respect of the Warrants except as expressly provided in the Warrant Certificate. Holders of Warrants will not have any voting or pre-emptive rights or any other rights of a holder of Shares.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

The Units, the Shares and Warrants comprising the Units, and the Warrant Shares issuable upon the exercise of the Warrants, have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person or any person in the United States, absent an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available at the time of exercise. Securities issued to, or for the account or benefit of, a U.S. person or a person in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act subject to certain restrictions on transfer set forth therein, and may be represented by definitive certificates or other instruments bearing a legend regarding such restrictions.

All references in this Offering Document to "dollars" or "$" are to Canadian dollars, unless otherwise stated.

First Hydrogen Corp. is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this offering, the Issuer represents the following is true:

  • The Issuer has active operations and its principal asset is not cash, cash equivalents or its exchange listing.

2


  • The Issuer has filed all periodic and timely disclosure documents that it is required to have filed.
  • The total dollar amount of this offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed $50,000,000.
  • The Issuer will not close this offering unless the Issuer reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
  • The Issuer will not allocate the available funds from this offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Issuer seeks security holder approval.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Document contains forward-looking statements within the meaning of applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "will", "proposes", "expects", "estimates", "intends", "anticipates" or "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. All statements, other than statements of historical fact, that address activities, events or developments that the Issuer believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding any objectives and strategies of the Issuer) are forward-looking statements. Examples of such forward-looking statements in this Offering Document include the Issuer's business objectives, and the related proceeding significant events and costs, as well as the use of available funds. These forward-looking statements reflect the current expectations, assumptions or beliefs of the Issuer based on information currently available to the Issuer. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Issuer's actual results, performance or developments to be materially different from any future results, performance or developments expressed or implied by the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Issuer. In making the forward-looking statements included in this Offering Document, the Issuer has made various material assumptions, including but not limited to, the following:2

  • those relating to the Issuer's business and operations;
  • those relating the Issuer's capital raising and business growth;
  • those relating to general economic conditions;
  • those related to the market in which the Issuer operates; and
  • those relating to the impact of increasing competition.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The material factors and assumptions used to develop the forward-looking statements contained in this Offering Document include, without limitation:

  • the Issuer's expectations regarding its revenue, expenses and operations;
  • the Issuer's anticipated cash needs and its need for additional financing;
  • the Issuer's plans for and timing of expansion of its services;
  • the Issuer's competitive position and its expectations regarding competition;
  • the Issuer's ability to achieve current development milestones and other objectives, including market demand for hydrogen-fuel-cell-powered light vehicles and other products;
  • the Issuer's ability to obtain and maintain required licenses, permits, and governmental approvals;

LEGAL_48542179.3


  • the Issuer’s ability to acquire capital to fund negative operating cash flows and program milestones;
  • the Issuer’s ability to attract, retain, and effectively deploy key personnel; and
  • the Issuer’s anticipated trends and challenges in the Issuer’s business and the markets in which it operates.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results, performance or developments could differ materially from those anticipated in such statements. Although the Issuer believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. The factors identified above are not intended to represent a complete list of the factors that could affect the Issuer.

An investment in the Securities of the Issuer is speculative and subject to risks and uncertainties, and these risks and uncertainties may impact the factors and assumptions identified above, as well as the forward looking information contained in this Offering Document, including as it relates to anticipated use of funds and the Issuer’s business objectives. The occurrence of any one or more of these risks or uncertainties could have a material adverse effect on the value of any investment in the Issuer and the business, prospects, financial position, financial condition or results of operations of the Issuer. Additional risks and uncertainties not presently known to the Issuer or that the Issuer currently deems immaterial may also impair the Issuer’s business operations.

Prospective investors should carefully consider all information contained in this Offering Document including information contained in the section entitled “Cautionary Note Regarding Forward-Looking Statements”, before deciding to purchase the Units. Additionally, purchasers should consider the risk factors set forth below and if purchasers would like additional information related to such risks, the Issuer recommends they review the section titled “Risks and Uncertainties” in the Issuer’s recent management’s discussion and analysis, which may be accessed on the Issuer’s SEDAR+ profile at www.sedarplus.ca.

Risks which may impact the forward looking information contained in this Offering Document include the following:

  • Risks relating to the business of the Issuer:
  • failure to secure additional financing;
  • the Issuer’s negative cash flow from operations;
  • global economic risks;
  • regulatory risks, including changes to national and local legislation;
  • management of growth;
  • retention and acquisition of skilled personnel;
  • legal and regulatory proceedings;
  • the Issuer’s reliance on collaborating partners;
  • the failure of the Issuer’s technology to achieve broad market acceptance;
  • the competitiveness of the technology industry;
  • potential developments in alternative technologies or improvements in engine technologies; and
  • trends related to the dependence on fossil fuels.

  • Risks related to financial and accounting aspects:

  • estimates or judgments relating to critical accounting policies;
  • currency exchange fluctuations; and
  • tax risks.

  • Risks related to the Shares:

  • market for Shares;
  • no history of payment of cash dividends;
  • dilution of shareholders’ interests as a result of issuance of Securities; and
  • tax issues.

Some of the risks and uncertainties that could cause actual results to differ materially from the expressed forward-looking statements include revenue generation and future capital requirements, short or medium-term profitability, risks related to hydro-fuel cell development, electrolysis technology, green hydrogen production and distribution, and operating costs, challenges in funding and construction the production plant, obtaining resources from governmental

LEGAL_48542179.3


authorities, compliance with environmental and safety regulations, access to equipment, maintenance, reliance on key personnel and business relationships, growth strategy, obtaining insurance, occupational health and safety risks, adverse publicity, third-party risks, disruptions to business operations, reliance on technology and information systems, litigation risks, tax risks, unforeseen expenses, public health crises, climate change, general economic conditions, commodity prices and exchange rate risks, light commercial vehicle demand, share price volatility, public company obligations, competition risk, dividend policy, policies and legislation, force majeure, and technological changes.

SUMMARY DESCRIPTION OF BUSINESS

What Is Our Business?

The Issuer is a Vancouver, Montreal, and London, United Kingdom-based company focused on zero-emission vehicles and green hydrogen production and distribution. The Issuer has designed and built two hydrogen fuel-cell-powered light commercial vehicles that are road-legal in the United Kingdom (excluding Northern Ireland), have completed 6,000 kilometres of testing, and achieved a range of 630+ kilometres on a single refueling. The vehicles have been successfully trialed in real-world conditions with fleet operators in the United Kingdom. As part of its long-term strategy, the Issuer is advancing plans to deploy SMRs to provide reliable, carbon-free energy for high-volume green hydrogen production, supporting energy security and deep decarbonization of transport and industrial sectors.

The Issuer was incorporated under the Business Corporations Act (British Columbia) on June 20, 2007, as Fitch Street Capital Corp. On June 11, 2021, the Issuer entered into definitive agreements with AVL Powertrain UK Limited and Ballard Power Systems Inc. to assist in the design and development of a fuel-cell-powered vehicle for which the Issuer will own the commercial rights to the vehicle design. On October 7, 2021, the Issuer changed its name to First Hydrogen Corp. The Issuer's common shares trade under the symbol "FHYD" on the Exchange.

Recent Developments

On December 16, 2024, the Issuer announced that it is evaluating the potential deployment of SMRs in Canada and the European Union to support green hydrogen production, with the objective of enhancing the stability, scalability, and cost-effectiveness of its green hydrogen supply.

On February 28, 2025, the Issuer settled $341,308.66 in accrued and owing interest by issuing 948,080 Shares at a deemed price of $0.36 per Share. The settlement related to interest accrued on: (i) 9% unsecured convertible debentures due November 22, 2025, originally issued on November 22, 2023; and (ii) 8% unsecured convertible debentures issued on April 29, 2021, the full principal balance of which was converted into Shares on February 7, 2023 and March 9, 2023.

On March 10, 2025, the Issuer incorporated a wholly owned German subsidiary, First Hydrogen GmbH, as part of its strategy to expand into the European market.

On March 18, 2025, the Issuer launched a wholly owned subsidiary, First Nuclear Corp., to advance green hydrogen production using SMRs in support of its 'Hydrogen-as-a-Service' model by integrating power generation with hydrogen production and distribution.

On June 9, 2025, the Issuer announced a collaboration with Professor Muhammad Taha Manzoor of the University of Alberta to advance SMR technology, with a focus on reactor fuel materials and reactor design optimization, including considerations related to the power requirements of artificial intelligence data centres.

On October 21, 2025, the Issuer settled $62,188.50 in accrued and owing interest by issuing 129,560 Shares at a deemed price of $0.48 per Share. The settlement related to: (i) 8.0% unsecured convertible debentures due July 9, 2026, originally issued on July 9, 2024; and (ii) 9.0% unsecured convertible debentures originally issued on November 22, 2023, the full principal balance of which was converted into Shares on June 9, 2025, June 11, 2025, and August 13, 2025.

LEGAL_48542179.3


On November 21, 2025, the Issuer extended the maturity date of previously issued and amended convertible debentures in an aggregate principal amount of $2,204,425 from November 22, 2025 to November 22, 2028. The debentures will continue to bear interest at 9% per annum and remain convertible at $0.54 per Share.

On December 5, 2025, the Issuer settled $206,930.25 in accrued and owing interest by issuing 470,296 Shares at a deemed price of $0.44 per Share. The settlement related to 9.0% unsecured convertible debentures originally issued on November 22, 2023, the full principal balance of which was converted into Shares on September 24, 2025 and October 14, 2025.

Material Facts

There are no material facts about the Issuer and the Securities being distributed hereunder that have not been disclosed either in this Offering Document or in another document filed by the Issuer in the 12 months preceding the date of this Offering Document on the Issuer's profile at www.sedarplus.ca. You should read these documents prior to investing.

What are the business objectives that we expect to accomplish using the available funds?

The Issuer intends to use proceeds from the offering to 1) identify and recommend non-radioactive "surrogate" molten salt fuel mixtures that mimic the properties of actual uranium-bearing fuel salts, through a technical research project at the University of Alberta. And, review potential sites in Canada and Europe for SMR deployment; 2) procure fleet customers in the European Union for the Issuer's hydrogen-fuel-cell powered light commercial vehicles (FCEVs); and 3) the advancement and refinement of the Issuer's Hydrogen-As-A-Service offering.

The following table sets out: (i) the business objectives the Issuer expects to accomplish using its available funds following the Offerings; (ii) the significant event(s) that must occur for each business objective to be accomplished; and (iii) the anticipated time period for completion and estimated cost for each such event.

Business objectives Preceding significant event(s) (each, an "Event") Period in which Event is expected to occur Cost related to Event
Minimum Offering Maximum Offering
Initial phase of SMR development. Molten-salt fuel mixture technical research project with the University of Alberta, advancing CDN and EU SMR operations Dec 2026 $125,000^{(1)} $230,000^{(2)}
Development of Fleet customer Develop potential fleet customers in the European Union for the FCEV. Sep 2026 $- $180,000
Hydrogen-As-A-Service advancement and refinement Development of FCEV (tank modularity, fuel cell system optimization, small high-power battery, predictive software and examining the use of robotics for refueling and manufacturing. Dec 2026 $- $300,000
Total: $710,000 $710,000

(1) Funds for molten salt fuel mixture technical research project at the University of Alberta..
(2) Includes funds for assessing SMR sites in Canada and the European Union.

LEGAL_48542179.3


USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

Assume Minimum Offering Assume 100% of LIFE Offering
A Amounts to be raised by the Offering $1,200,000 $3,000,000
B Selling commissions and fees $96,000 $240,000
C Estimated Offering costs (e.g., legal, accounting, audit) $15,000 $15,000
D Net proceeds of Offering: D = A –(B+C) $1,089,000 $2,745,000
E Working capital as at most recent months end (deficiency)^{1} $(260,000) $(260,000)
F Additional sources of funding^{2} $420,000 $420,000
G Total available funds: G = D+E+F $1,249,000 $2,905,000

Notes:
(1) Represents the funds available from the exercise of incentive stock options.
(2) Reflects the extension of the maturity date of convertible debentures from November 22, 2025 to November 22, 2028, the issuance of shares to settle interest payable (news release dated December 5, 2025) and the deferral of certain payables and loans.

How will we use the available funds?

The Issuer intends to use the available funds as follows:

Description of intended use of available funds listed in order of priority Assume Minimum Offering Assuming Maximum of LIFE Offering
SMR development^{(3)} $125,000 $230,000
Development of fleet customers^{(4)} $- $180,000
Advancement of Hydrogen-As-A-Service^{(5)} $- $300,000
G&A Expenses and Working Capital^{(6)} $1,124,000 $2,195,000
Total: Equal to G in the ‘Use of Available Funds’ table $1,249,000 $2,905,000

Notes:
(3) Comprised of costs from the research and development to identify a molten-salt fuel mixture.
(4) Comprised of costs to contact and build relationships potential customer fleets in the European Union.
(5) Comprised of costs from the research and development team to advance and refine our FCEVs.
(6) This represents the Issuer’s expected general and administrative expenses, the payment of current and expected short-term liabilities and payables over the coming 12 month period, and excess working capital that will remain available to the Issue for future use.

The Company has allocated more than 10% of its available funds for research and development of its products and services, including but not limited to the development of advancement and refinement of its FCEVs, developing potential fleet customers in Europe and beginning the initial phase of SMR development (identify a molten-salt fuel mixture). These services are in the development phase for 2026.

The identification of a molten-salt fuel mixture phase is crucial for early lab-scale experimentation and prototype development, as it allows for research and de-risking without the regulatory and complexities associated with radioactive materials. The outcome of this research will guide the Issuer’s next R&D activities, including lab setup, experimental planning and collaboration with material suppliers. The Issuer’s long-term vision is to pair the stable, clean energy from SMRs with electrolysis to produce green energy including green hydrogen, which would support

LEGAL_48542179.3


data centres, AI infrastructure, and its hydrogen-powered fuel-cell vehicles. Professor Muhammad Taha Manzoor from the University of Alberta will be leading the research.

The Issuer has designed and built two hydrogen-fuel-cell-powered light commercial vehicles that have been successfully trialed with fleet operators and large multinational companies in the U.K. The Issuer will proceed with building customer fleet contacts in Europe.

The Issuer intends to advance and refine its' hydrogen-fuel-cell-powered light commercial vehicles. These advancements and refinements include, but not limited to tank modularity, fuel-cell system optimization, analysis of required battery power under different conditions, use of predictive energy management software and examining the use of robotics for refueling and manufacturing.

The above-noted allocation of capital and anticipated timing represents the Issuer's current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Issuer intends to expend the proceeds from the Offerings as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Issuer's ability to execute on its business plan. The Issuer has generated negative cash flows from operating activities for the year ended March 31, 2025 and anticipates that it will continue to have negative operating cash flow beyond the 12 months after the Closing Date. As a result, certain of the net proceeds from the Offerings may be used to fund such negative cash flow from operating activities in future periods. See the "Cautionary Note Regarding Forward-Looking Statements" section above.

The most recent unaudited interim financial statements of the Issuer for the six months ended September 30, 2025, and the audited financial statements of the Issuer for the year ended March 31, 2025, included a going-concern note. The Issuer must generate sufficient operating cash flow to fund its operational and capital requirements or secure new funding. There can be no assurance that these initiatives will be successful. The Issuer has not yet achieved profitable operations and has a working capital deficiency, which may cast doubt on the Issuer's ability to continue as a going concern. The Offerings are intended to permit the Issuer to continue to develop its business operations and is not expected to affect the decision to include a going concern note in the next annual financial statements of the Issuer.

How have we used the other funds we have raised in the past 12 months?

No financings have been completed in the last 12 months.

FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this offering, if any, and what are their fees?

The Issuer intends to pay a cash finders' fee of up to 8% of the gross proceeds raised by the Issuer from the sale of Units to the subscribers directly introduced to the Issuer by eligible finders. In addition, the Issuer intends to issue to such eligible finders non-transferable finders' warrants of up to 8% of the number of Units sold to such subscribers. Such finders' warrants shall entitle the holder to acquire one Share at a price of $0.45 per Share for a period of two years following the date of issuance. At this time, the names of such finders and the amount compensation to be paid are unknown.

Does any dealers or finders have a conflict of interest?

To the knowledge of the Issuer, neither any finder nor any registered dealer engaged in connection with the Offering is a "related issuer" or "connected issuer" under National Instrument 33-105 Underwriting Conflicts.

LEGAL_48542179.3


LEGAL_48542179.3

U.S. OFFERING RESTRICTIONS

The Units, Shares, Warrants and Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state in the United States and, subject to certain exemptions from registration under the U.S. Securities Act and applicable state securities laws, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States.

This Offering Document does not constitute an offer to sell or a solicitation of an offer to buy any Units, Shares, Warrants or Warrant Shares in the United States to, or for the account or benefit of, U.S. persons or persons in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of Units, Shares or Warrants within the United States or, to or for the account or benefit of, U.S. persons or persons in the United States by any dealer (whether or not participating in the Offering) may violate the registration provisions of the U.S. Securities Act unless made otherwise than in accordance with an exemption from the registration requirements under the U.S. Securities Act and similar exemptions under applicable state securities laws.

The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person, nor will certificates or other instruments representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws is available and provided that, subject to certain exceptions, the Issuer has received an opinion of counsel of recognized standing to such effect in form and substance satisfactory to the Issuer.

PURCHASER'S RIGHTS

Rights of action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right

a) to rescind your purchase of these securities with the Issuer, or
b) to damages against the Issuer and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

ADDITIONAL INFORMATION

Where can you find more information about us?

You can access the Issuer's continuous disclosure under its profile at http://www.sedarplus.ca/ and at www.firsthydrogen.com.

9


LEGAL_48542179.3

DATE AND CERTIFICATE

Dated: January 8, 2026

This offering document, together with any document filed under Canadian securities legislation on or after January 8, 2025, contains disclosure of all material facts about the Securities being distributed and does not contain a misrepresentation.

“Balraj Mann”
Balraj Mann
Chief Executive Officer

“Edward Low”
Edward Low
Chief Financial Officer

10