Hydrograph Clean Power arranges $20-million offering

Mr. Matt Kreps reports HYDROGRAPH ANNOUNCES UP TO C$20 MILLION LIFE OFFERING OF UNITS Hydrograph Clean Power Inc. has launched a brokered private placement of up to 6,896,560 units of the company at a price of $2.90 per unit, for gross proceeds of up to $20-million. The LIFE offering is being conducted 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 shall comprise: (i) one common share of the company; and (ii) one-half of one common share purchase warrant of the company. Each warrant will entitle the holder to purchase one additional common share at an exercise price of $3.50, representing a 20-per-cent premium to the unit price for a period of 36 months following closing. The unit price will be $2.90. If, at any time following the closing date of the LIFE offering, the daily volume-weighted average trading price of the common shares on the Canadian Securities Exchange equals or exceeds a price that is 100 per cent above the warrant exercise price 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 a news release (with concurrent notice to the warrant agent). The LIFE offering will be conducted on a best efforts, fully marketed basis by Canaccord Genuity Corp., acting as lead agent and sole bookrunner, on behalf of a syndicate of agents to be formed by the lead agent. The company intends to grant the agents a cash commission equal to 6.0 per cent of gross proceeds, plus broker warrants equal to 6.0 per cent of the number of units sold, exercisable for 36 months at an exercise price of $3.50, representing a 20-per-cent premium to the unit price. The net proceeds from the LIFE offering will be used for the development of production, research and operating facilities at two locations in Texas, and research and development, and general corporate purposes. There is an offering document related to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision. Copies of the offering document may also be obtained from the lead agent at [email protected]. Key terms of the LIFE offering: Offering size: up to $20-million; Pricing: $2.90 per unit; Warrants: each whole warrant exercisable at $3.50, representing a 20-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 Canadian Securities Exchange equals or exceeds a price that is 100 per cent above the warrant exercise price 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 a news release (with concurrent notice to the warrant agent); Jurisdictions: subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers' resident in all of the provinces of Canada except Quebec pursuant to the LIFE. The offered shares may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended; Hold period: The common shares, warrants and warrant shares issued pursuant to the LIFE will not be subject to a Canadian statutory hold period. All securities not issued pursuant to the LIFE will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date; Eligibility: common shares and warrants will be eligible investments for RRSPs, RRIFs, RDSPs, RESPs, TFSAs, FHSAs and DPSPs; Closing date: expected on or about Nov. 4, 2025, or such other date as the company and the lead agent may agree. Closing is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including from the CSE. About Hydrograph Clean Power Inc. Hydrograph Clean Power 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.