Hypercharge Announces Closing of Brokered LIFE Offering of Units for Gross Proceeds of $3,750,000

Executive Summary

• Hypercharge Networks Corp. closed a brokered private placement of 37,500,000 units for gross proceeds of $3.75 million.
• Each unit comprised one common share and half of a warrant; warrants allow purchase of an additional share at $0.12 for two years, with possible acceleration if TSXV price reaches $0.20 for ten consecutive days.
• Net proceeds will be used for general working capital and corporate purposes; the offering was conducted on a best‑efforts basis at $0.10 per unit with a 6% cash commission (reduced to 3% for “president’s list” sales) and broker warrants issued as additional compensation.

Key Details

• Offering Size & Price: 37,500,000 units @ $0.10 per unit → $3,750,000 gross proceeds.
• Unit Composition: 1 common share + ½ warrant (each whole warrant = right to buy 1 additional share at $0.12).
• Warrant Terms: Exercisable for two years; acceleration possible if TSXV VWAP ≥ $0.20 for 10 consecutive trading days, triggering expiry 30 days after notice.
• Agent & Compensation: FMI Securities Inc. acted as lead agent and sole bookrunner. Cash commission = 6% of gross proceeds (reduced to 3% for president’s list sales). Broker warrants equal to 6% of units sold; each broker warrant exercisable at $0.10 per unit for 24 months.
• Related Party Subscriptions: Insiders Tony Geheran (5,000,000 units = $500,000) and Jason Baybutt (150,000 units = $15,000) participated; transaction deemed a “related party” but exempt from valuation and minority‑shareholder approval under MI 61‑101 because value ≤ 25% of market cap.
• Regulatory Exemptions: Offering relied on the Listed Issuer Financing Exemption (NI 45‑106) for all Canadian provinces except Quebec; securities are freely tradeable and not subject to a statutory hold period. Final TSXV approval still pending.
• Use of Proceeds: General working capital and corporate purposes as outlined in the offering document (SEDAR+ and company website).
• U.S. Restrictions: Securities not registered under U.S. law; cannot be offered or sold to U.S. persons without exemption.

Notable Quotes

• “The successful closing of this private placement provides Hypercharge with the capital needed to accelerate our growth initiatives and further expand our EV charging network,” – David Bibby, President & CEO.