Hydreight arranges $10-million debenture offering

An anonymous director reports HYDREIGHT ANNOUNCES UP TO $10 MILLION CONVERTIBLE DEBENTURE OFFERING Hydreight Technologies Inc. has entered into an agreement with Canaccord Genuity Corp., pursuant to which it has agreed to act as lead agent and sole bookrunner, in connection with a best effort private placement of up to $10-million aggregate principal amount of unsecured convertible debentures of the company, issued in ordinary multiples of $1,000. In connection with the offering, the company has granted the lead agent an option to increase the size of the offering by up to $1.5-million aggregate principal amount of debentures, exercisable by the lead agent, in whole or in part, any time up until 48 hours prior to the closing date of the offering. The debentures will be issued pursuant to the terms of a debenture indenture to be entered into by the company and Odyssey Trust Company, as debenture trustee, on the closing date and will mature on the date that is 36 months from the date of issuance, subject to the exercise of the forced conversion right (as defined herein). The outstanding principal amount of each debenture will be unsecured and will be convertible into common shares of the company, at the option of the holder thereof, at any time prior to 5 p.m. Toronto time on the last business day immediately preceding the maturity date, at a conversion price equal to $4.06 per debenture share, subject to adjustment in accordance with the debenture indenture. The outstanding principal amount of the debentures, together with any accrued and unpaid interest, will become due and payable in full on the maturity date and will be payable in cash. If, at any time after the two-year anniversary of the closing date and prior to the maturity date, the daily volume-weighted average trading price of the common shares on the TSX Venture Exchange exceeds 125 per cent of the conversion price for 20 consecutive trading days, the company will have the right to force the conversion of all principal amount outstanding under the debentures into debenture shares at the conversion price. In the event the forced conversion right is exercised, the company will provide notice to the holders of the debentures by disseminating a press release within 10 days of the end of the period during which the conversion trigger was met, announcing that the forced conversion right is being exercised and specifying the date on which the force conversion of the debentures shall occur, provided such date shall not be fewer than 30 calendar days following the date of the forced conversion press release. The outstanding principal amount of the debentures shall bear interest at a fixed rate of 9.0 per cent per annum from the date of issue, payable semi-annually in arrears in cash on the last day of June and December of each year, with the first interest payment date being Dec. 31, 2025. The offering is expected to close on or about Sept. 4, 2025, or on such other date as may be agreed to by the lead agent and the company. Closing of the offering remains subject to the company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange. The net proceeds of the offering are expected to be used for general corporate and working capital purposes. The company has agreed to: (i) pay the lead agent a cash commission equal to 6.0 per cent of the aggregate principal amount of debentures sold under the offering; and (ii) issue to the lead agent such number of compensation warrants as is equal to 6.0 per cent of the number of debenture shares issuable upon conversion of the debentures sold under the offering. Each agent's warrant will be exercisable to purchase one common share for a period of 24 months from the closing date at an exercise price of $3.74. All debentures and agent warrants issued pursuant to the offering, including any debenture shares or compensation shares issuable upon the conversion or exercise thereof, will be subject to a hold period under applicable Canadian securities laws expiring four months and one day from the closing date. About Hydreight Technologies Inc. Hydreight is building one of the largest mobile clinic networks in the United States. Its proprietary, fully integrated platform hosts a network of over 2,500 nurses, over 100 doctors and a pharmacy network across 50 states. The platform includes a built-in, easy-to-use suite of fully integrated tools for accounting, documentation, sales, inventory, booking and managing patient data, which enables licensed health care professionals to provide services directly to patients at home, office or hotel. Hydreight is bridging the gap between provider compliance and patient convenience, empowering nurses, medspa technicians and other licensed health care professionals. The Hydreight platform allows health care professionals to deliver services independently, on their own terms, or to add mobile services to existing location-based operations. Hydreight has a 503B pharmacy network servicing all 50 states and is closely affiliated with a U.S. certified e-script and telemedicine provider network. We seek Safe Harbor.