Hydrograph Clean Power arranges $20-million offering

Executive Summary

• Hydrograph Clean Power Inc. has launched a brokered private placement of up to 6,896,560 units at $2.90 per unit, raising gross proceeds of up to C$20 million.
• The offering is conducted under the Listed Issuer Financing Exemption (LIFE) and includes warrants exercisable at $3.50 per share.
• Net proceeds are designated for the development of production, research, and operating facilities in Texas, as well as general corporate purposes.

Key Details

• Offering Size: Up to C$20 million in gross proceeds.
• Units Sold: Up to 6,896,560 units.
• Price: $2.90 per unit.
• Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms:
  • Each whole warrant entitles the holder to purchase one additional common share.
  • Exercise Price: $3.50 per share (20% premium to the unit price).
  • Term: 36 months following closing.
  • Acceleration Clause: The company may accelerate the expiry date if the daily volume-weighted average trading price on the Canadian Securities Exchange equals or exceeds 100% above the warrant exercise price for 10 consecutive trading days, with 30 days' notice.
• Agent Compensation:
  • Lead Agent: Canaccord Genuity Corp.
  • Cash Commission: 6.0% of gross proceeds.
  • Broker Warrants: 6.0% of the number of units sold, exercisable for 36 months at $3.50.
• Use of Proceeds: Development of production, research, and operating facilities at two locations in Texas; research and development; and general corporate purposes.
• Regulatory Basis: Listed Issuer Financing Exemption (LIFE) under Part 5A of National Instrument 45-106, as amended by Coordinated Blanket Order 45-935.
• Jurisdictions: Offered to residents of all Canadian provinces except Quebec; also sold in offshore jurisdictions and the US on a private placement basis.
• Hold Period: No Canadian statutory hold period for securities issued pursuant to the LIFE. Other securities subject to a hold period expiring four months and one day following closing.
• Eligibility: Eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs, FHSAs, and DPSPs.
• Closing Date: Expected on or about November 4, 2025, subject to conditions including CSE approval.