Next Hydrogen arranges financing of 45-cent shares

Executive Summary

• Next Hydrogen Solutions Inc. announced a non-brokered private placement of common shares with gross proceeds ranging from $20 million to $30 million.
• The offering is led by Smoothwater Capital Corporation, which is expected to become the largest shareholder, and its CEO, Stephen Griggs, is expected to join the board as executive chair.
• Proceeds will be used to accelerate sales and manufacturing of the NH150 electrolyzer, complete development of the NH500 electrolyzer, and for working capital, with the goal of reaching cash flow positivity.

Key Details

• Transaction Structure: Non-brokered private placement of common shares.
• Price: 45 cents per share.
• Gross Proceeds: Minimum of $20 million; Maximum of $30 million.
• Lead Investor: Smoothwater Capital Corporation (Toronto-based).
• Current Commitments: Signed subscription agreements totaling over $20 million from Smoothwater and existing significant shareholders, subject to regulatory, shareholder, and other approvals.
• Closing Date: Expected on or about November 28, 2025, subject to regulatory approvals (including TSX Venture Exchange).
• Management Changes: Stephen Griggs, CEO of Smoothwater, is expected to join Next Hydrogen as executive chair following closing.
• Use of Proceeds:
  • Accelerate sales and manufacturing of existing NH150 electrolyzer.
  • Complete development of the larger NH500 electrolyzer.
  • Working capital and general corporate purposes.
• Fees: No finders' fees or commissions. Consulting fees of $50,000 payable in common shares at the offering price on closing.
• Hold Period: Four months and one day from the date of closing.
• Regulatory Conditions: Subject to TSX Venture Exchange approval; may require disinterested shareholder approval if a new control person is created (defined as holding >20% of voting shares).
• Investor Rights: Company expected to enter into investor rights agreements with lead investors.

Notable Quotes

• "The board of directors is unanimously in support of this private placement to enable the company to transition from a development-stage enterprise to a successful commercially focused business and to continue our product research and development," said Allan MacKenzie, chair of Next Hydrogen.
• "We are pleased to lead this private placement in Next Hydrogen... We believe the company is ready to shift from an R&D-focused organization to a commercially driven business," said Stephen Griggs, CEO of Smoothwater.
• "This transformative financing is expected to fund Next Hydrogen to cash flow positive. We will focus on selling our products with a capital-light business model leveraging our existing relationships with significant Canadian and global companies," said Raveel Afzaal, president and CEO of Next Hydrogen.