Next Hydrogen Announces $20 to $30M Equity Private Placement led by Smoothwater Capital Corporation

Executive Summary

• Next Hydrogen Solutions Inc. announced a non‑brokered private placement of common shares at CAD $0.45 per share, targeting gross proceeds between CAD $20 million and CAD $30 million.
• The offering is led by Smoothwater Capital Corp., which will become the largest shareholder; its CEO Stephen Griggs is expected to join Next Hydrogen as Executive Chair of the Board.
• Net proceeds are earmarked to accelerate sales and manufacturing of the NH150 electrolyzer, complete development of the larger NH500 unit, fund working capital and general corporate purposes, moving the company toward cash‑flow positivity.

Key Details

• Offering Price: CAD $0.45 per common share.
• Minimum Gross Proceeds: CAD $20 million; Maximum Gross Proceeds: CAD $30 million (or other amount as determined).
• Closing Date: Expected on or about November 28, 2025, subject to regulatory and shareholder approvals.
• Lead Investor: Smoothwater Capital Corporation (Toronto‑based).
• Post‑closing Ownership: Smoothwater anticipated to be the largest shareholder; Stephen Griggs to become Executive Chair of the Board.
• Subscription Agreements: Signed agreements totaling over CAD $20 million received from Smoothwater and existing significant shareholders.
• Use of Proceeds:
• Accelerate sales and manufacturing of NH150 electrolyzer.
• Complete development of larger NH500 electrolyzer.
• Working capital and general corporate purposes.
• Fees & Expenses: No finder’s fees or commissions; consulting fee of $50,000 to be paid in common shares at the offering price upon closing.
• Hold Period: All securities subject to a four‑month‑plus‑one‑day hold period from the closing date per applicable securities laws.
• Regulatory Considerations: May require disinterested shareholder approval for creation of a “Control Person” (≥20 % voting shares). Expected investor rights agreements with lead investors.
• U.S. Offering Restrictions: Securities not registered under the U.S. Securities Act; cannot be offered or sold in the United States absent exemption or registration.

Notable Quotes

“The Board of Directors is unanimously in support of this private placement to enable the company to transition from a development‑stage enterprise to a successful commercially focused business… This transformative financing is expected to fund Next Hydrogen to cash‑flow positive.” – Allan MacKenzie, Chair, Next Hydrogen

“We believe the company is ready to shift from an R&D focused organization to a commercially driven business… focusing on the sale of electrolyzers through partners…” – Stephen Griggs, CEO, Smoothwater Capital

“Next Hydrogen’s electrolyzers meet or exceed world‑class KPIs and enable our customers to economically produce hydrogen while reducing their carbon footprint.” – Raveel Afzaal, President & CEO, Next Hydrogen