Hydrograph arranges $30-million private placement

Executive Summary

• Hydrograph Clean Power Inc. has launched a best-effort, fully marketed brokered private placement of up to 5,882,348 units at $5.10 per unit, targeting gross proceeds of up to approximately $30 million CAD.
• Each unit consists of one common share and one-half of a common share purchase warrant, with warrants exercisable at $6.10 per share for 36 months.
• Net proceeds are designated for establishing a new Texas headquarters, advancing a second graphene production facility, marketing, R&D, IP strengthening, and working capital.

Key Details

• Offering Structure: Best effort, fully marketed brokered private placement under Part 5A of National Instrument 45-106 (Listed Issuer Financing Exemption).
• Units: Up to 5,882,348 units.
• Price: $5.10 per unit.
• Gross Proceeds: Up to approximately $30 million CAD.
• Unit Composition:
  • One common share.
  • One-half of one common share purchase warrant.
• Warrant Terms:
  • Each whole warrant entitles the holder to purchase one additional common share.
  • Exercise Price: $6.10 per warrant share.
  • Term: 36 months following the closing date.
  • Acceleration Clause: If the daily volume-weighted average trading price on the Canadian Securities Exchange equals or exceeds $12.20 for 10 consecutive trading days, the company may accelerate the expiry date with 30 days' notice.
• Agent Compensation:
  • Lead Agent: Canaccord Genuity Corp.
  • Cash Commission: 6.0% of gross proceeds (reduced to 3.0% for investors on the president's list).
  • Broker Warrants: Issued to agents equal to 6.0% of units sold (reduced to 3.0% for president's list investors), exercisable at $5.63 per share for 36 months.
• Use of Proceeds:
  • Establishing and staffing the company's new Texas headquarters.
  • Advancing the development of its second graphene production facility in Texas.
  • Expanding marketing and sales initiatives.
  • Supporting continuing research and development programs.
  • Strengthening the company's intellectual property portfolio and strategic partnerships.
  • Financing general working capital needs.
• Closing Date: Expected on or about March 5, 2026.
• Jurisdictions: Offered in Canadian provinces (other than Quebec) and offshore jurisdictions via available exemptions.
• Hold Period: No Canadian statutory hold period for common shares, warrants, or warrant shares issued under the exemption.
• Eligibility: Eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs, FHSAs, and DPSPs.