Hydrograph Clean Power closes $20-million LIFE offering

Executive Summary

• Hydrograph Clean Power Inc. has closed its previously disclosed private placement under the Listed Issuer Financing Exemption (LIFE), raising aggregate gross proceeds of $20,000,024.
• The offering consisted of 6,896,560 units priced at $2.90 per unit, with each unit comprising one common share and one-half of a common share purchase warrant.
• Net proceeds are designated for the development of production, research, and operating facilities in Texas, as well as for R&D initiatives and general corporate purposes.

Key Details

• Gross Proceeds: $20,000,024.
• Units Sold: 6,896,560 units.
• Price Per Unit: $2.90.
• Unit Composition: Each unit consists of (i) one common share and (ii) one-half of one common share purchase warrant.
• Warrant Terms: Each whole warrant is exercisable to purchase one common share at an exercise price of $3.50.
• Warrant Expiry: 36 months following closing.
• Warrant Acceleration Provision: The company may accelerate the expiry date of the warrants if the daily volume-weighted average trading price of common shares on the Canadian Securities Exchange equals or exceeds $7 for 10 consecutive trading days, provided 30 days' notice is given to warrantholders.
• Use of Proceeds: Development of production, research, and operating facilities at two locations in Texas; research and development initiatives; and general corporate purposes.
• Agent: Canaccord Genuity Corp. acted as agent and sole bookrunner on a best-effort, fully marketed basis.
• Agent Compensation:
  • Cash commission: 6.0% of gross proceeds (reduced to 3.0% for units sold to purchasers on the president list).
  • Broker warrants: Issued in an amount equal to 6.0% of the number of units sold (reduced to 3.0% for units sold to purchasers on the president list), exercisable at $3.50 for 36 months.
• Hold Periods:
  • Securities issued pursuant to the LIFE exemption are not subject to a Canadian statutory hold period.
  • Other securities are subject to a hold period expiring in four months and one day.
• Lock-up: Directors and senior management have entered into a voluntary four-month lock-up agreement.

Notable Quotes

• "This successful financing marks a pivotal moment for Hydrograph as we accelerate our growth strategy," said Kjirstin Breure, chief executive officer and president of Hydrograph. "The strong support from investors underscores confidence in our technology and vision. These funds will enable us to scale production, advance research and strengthen our position as a leader in ultrapure graphene solutions."