Hydrograph Clean Power closes $20-million LIFE offering

Ms. Kjirstin Breure reports HYDROGRAPH ANNOUNCES CLOSING OF ITS C$20M LIFE OFFERING Hydrograph Clean Power Inc. has closed its previously disclosed private placement for aggregate gross proceeds of $20,000,024. The offering consisted of 6,896,560 units of the company at a price of $2.90 per unit and was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 of the Canadian Securities Administrators. Each unit consisted of: (i) one common share of the company; and (ii) one-half of one common share purchase warrant of the company. Each warrant entitles the holder to purchase one common share at an exercise price of $3.50 for a period of 36 months following closing. Warrant acceleration provision Following the closing date, if the daily volume-weighted average trading price of the company's common shares on the Canadian Securities Exchange equals or exceeds $7 for 10 consecutive trading days, the company may, at its discretion, accelerate the expiry date of the warrants by providing not less than 30 days of notice to warrantholders by press release, with concurrent notice to the warrant agent. Use of funds The net proceeds from the LIFE offering will be allocated toward the development of production, research and operating facilities at two locations in Texas, as well as for research and development initiatives and general corporate purposes. "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." Lead agent The LIFE offering was conducted on a best-effort, fully marketed basis by Canaccord Genuity Corp., acting as agent and sole bookrunner. The company paid the agent a cash commission equal to 6.0 per cent of the gross proceeds of the LIFE offering (reduced to 3.0 per cent of the gross proceeds for units sold to purchasers on the president list) and issued the agent broker warrants in an amount equal to 6.0 per cent of the number of units sold (reduced to 3.0 per cent for units sold to purchasers on the president list), which broker warrants are each exercisable to acquire one common share at an exercise price of $3.50 for a period of 36 months following closing. Key terms of the LIFE offering: Units sold: 6,896,560; Gross proceeds: $20,000,024; Pricing: $2.90 per unit; Warrant terms: each whole warrant exercisable at $3.50, representing a 21-per-cent premium to the unit price, for 36 months; Warrant acceleration: if, at any time following the closing date, the daily volume-weighted average trading price of the common shares on the exchange equals or exceeds $7 for 10 consecutive trading days, the company may, at its discretion, accelerate the expiry date of the warrants by giving not less than 30 days of notice to warrantholders by way of press release (with concurrent notice to the warrant agent); Hold period: common shares, warrants and the common shares issuable pursuant to the exercise of the warrants issued pursuant to the LIFE offering are not subject to a Canadian statutory hold period; all securities not issued pursuant to the listed issuer financing exemption are subject to a hold period in accordance with applicable Canadian securities law, expiring in four months and one day; Lock-up: directors and senior management have entered into a voluntary four-month lock-up agreement. About Hydrograph Clean Power Inc. Hydrograph produces pristine graphene through its patented explosion synthesis process, delivering superior purity, energy efficiency and batch-to-batch consistency. As one of the very few verified graphene producers certified by The Graphene Council, Hydrograph sets a new industry standard. We seek Safe Harbor.