ABOUND Energy Finalizes $350,000 Debt Settlement via Issuance of 4.375 Million Shares

Completion of Debt Settlement Transaction

ABOUND Energy has successfully completed the debt settlement originally announced on June 30, 2026. Under the agreement, the company issued 4,375,000 common shares valued at a deemed price of $0.08 per share to settle $350,000 in outstanding debt owed to specific creditors. This transaction fully extinguished the described indebtedness.

All shares issued in the settlement are subject to a statutory hold period of four months and one day from issuance, in line with Canadian securities regulations. Additionally, there is a one-year contractual resale restriction running concurrently with the statutory hold. These restrictions are standard market practices to maintain capital market integrity.

Insider Involvement and Related Party Transaction Details

The debt settlement included participation from ABOUND insiders, such as directors, officers, and companies they control. These related parties collectively settled the entire $350,000 indebtedness by receiving 4,375,000 common shares. This insider involvement qualifies as a "related party transaction" under Multilateral Instrument 61-101 (MI 61-101), which protects minority security holders in special transactions.

ABOUND utilized exemptions under MI 61-101, specifically the exemption from formal valuation requirements under section 5.5(a) and from minority shareholder approval under section 5.7(1)(a). These exemptions applied because, at the time of agreement, neither the fair market value of securities issued nor the consideration received exceeded 25% of ABOUND's market capitalization.

Share Capital Structure After Settlement

Following the debt settlement, ABOUND's issued and outstanding shares total 21,801,261 common shares. This reflects the issuance of 4,375,000 new shares in exchange for debt, resulting in dilution for existing shareholders.

The company confirmed that no new control person emerged from this transaction, meaning no individual or entity acquired sufficient shares to gain control under securities law thresholds. This is significant for investors monitoring corporate governance and control changes.

Upcoming Non-Brokered Private Placement Expected to Close in July

In addition to the debt settlement, ABOUND announced on June 30, 2026, plans to complete a non-brokered private placement of up to 3,750,000 common shares at $0.08 per share. If fully subscribed, this would raise gross proceeds of up to $300,000. The company anticipates closing this placement before the end of July 2026.

The private placement pricing matches the deemed price used for the debt settlement shares, indicating consistent valuation. Completion remains subject to customary closing conditions and acceptance by the Canadian Securities Exchange (CSE). ABOUND cautions that there is no guarantee the private placement will close on the expected terms or timeline.

H2Si Power Technology Licensing Deal Targeted for Month-End Closure

ABOUND also expects to finalize a technology commercialization and licensing agreement with H2Si Power Incorporated for the H2Si122 technology by the end of July 2026. Under this agreement, ABOUND would issue up to 5,000,000 common shares related to the licensing and commercialization.

The H2Si122 technology produces hydrogen on demand via a controlled silicon-water reaction and is designed as a modular, point-of-use platform for industrial, mobility, and distributed energy applications.

Similar to the private placement, this transaction is subject to customary closing conditions and CSE acceptance. There is no assurance the deal will close as anticipated. If completed, the issuance of up to 5,000,000 shares would significantly expand ABOUND's share base, increasing dilution for current shareholders.

ABOUND's Zaeras122 Long-Duration Energy Storage Technology

ABOUND focuses on developing scalable, eco-friendly, and durable energy technologies. Its flagship product is the multi-patented Zaeras122 long-duration energy storage system, utilizing zinc-air chemistry to store and deliver electricity on demand. This technology aims to overcome limitations and environmental risks of existing storage solutions.

Zaeras122 is engineered for future energy needs, emphasizing simplified long-duration storage with inherent safety—free from fire or explosion hazards—and sustained capacity over a long lifecycle. It features independent charge and discharge management, with energy capacity scalable by increasing fuel tank size. This approach offers cost-effective scaling from kilowatt-hours to megawatt-hours, differing from lithium-ion and zinc hybrid batteries constrained by fixed power-to-energy ratios.

Strategic Applications and Grid Integration Objectives

ABOUND's strategic plans for Zaeras122 include applications such as peak demand reduction, time-of-use arbitrage, value-stacking programs, and distributed long-duration energy storage markets. These efforts align with the company's goal to enhance green energy integration and grid resiliency.

The technology aims to facilitate seamless renewable energy incorporation by reducing curtailment, bridging supply-demand gaps, and efficiently integrating green power into existing grids. Zaeras122 offers a solution to intermittency challenges faced by utilities and grid operators worldwide.

Forward-Looking Statements and Associated Risks

The announcement contains forward-looking statements about the expected timing and terms of the private placement and H2Si transaction, anticipated proceeds, CSE acceptance, and the commercialization and performance of Zaeras122 and H2Si122 technologies. Such statements are identified by terms like "expects," "anticipates," "will," "would," "intends," and similar expressions.

These forward-looking statements rely on assumptions including successful transaction completions, satisfaction of closing conditions, regulatory approvals, and technology performance. However, they are subject to risks such as possible transaction non-completion, regulatory rejection, insufficient subscriptions, unmet closing conditions, technology underperformance, and general market and business uncertainties. Investors are advised to exercise caution and not place undue reliance on these projections.

Investor Impact and Considerations

The debt settlement eliminates $350,000 of ABOUND's liabilities, improving its financial structure but resulting in the issuance of 4,375,000 shares and consequent dilution. Insider participation, though compliant with exemptions, may be of interest to minority shareholders due to its impact on ownership and control.

Should the private placement and H2Si transaction close as planned by July 2026, an additional 8,750,000 shares could be issued, potentially raising total outstanding shares to 30,551,261. This represents a substantial increase from the current 21,801,261 shares, affecting ownership percentages and voting power. Investors should monitor updates on CSE approvals, closing conditions, and transaction timelines. Further information about ABOUND's technologies and strategies is available at www.Abound.Energy.