HydroGraph Announces Up to C$20 Million LIFE Offering of Units

Executive Summary

• HydroGraph Clean Power Inc. announced the launch of a brokered private placement (“LIFE Offering”) for up to 6,896,560 units at C$2.90 per unit, targeting gross proceeds of up to C$20 million.
• Each unit consists of one common share and half of a warrant; each whole warrant allows purchase of an additional common share at C$3.50 for 36 months, with a 20% premium to the unit price.
• Net proceeds are earmarked for development of production, research and operating facilities in Texas, as well as R&D and general corporate purposes.

Key Details

• Offering Size: Up to C$20 million (maximum 6,896,560 units).
• Unit Price: C$2.90 per unit.
• Unit Composition: 1 common share + ½ of one common‑share purchase warrant.
• Warrant Terms: Whole warrant exercisable at C$3.50 per share (20% premium), valid for 36 months from closing.
• Warrant Acceleration Clause: If the CSE daily VWAP of HydroGraph’s common shares trades ≥100 % above the C$3.50 exercise price for ten consecutive days, the company may accelerate warrant expiry with ≥30‑day notice.
• Lead Agent & Syndicate: Canaccord Genuity Corp., acting as lead agent and sole bookrunner; agents to be formed by the Lead Agent.
• Agent Compensation: Cash commission of 6.0 % of gross proceeds plus broker warrants equal to 6.0 % of units sold, exercisable at C$3.50 for 36 months.
• Use of Proceeds: Development of production, research and operating facilities at two Texas locations; R&D; general corporate purposes.
• Eligibility: Units eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs, FHSAs, DPSPs.
• Closing Date: Expected on or about 4 November 2025 (subject to conditions and approvals).
• Jurisdictional Restrictions: Offered to Canadian residents except Québec under the LIFE exemption; may be sold offshore and in the U.S. only pursuant to applicable exemptions. No statutory hold period for securities issued under the LIFE exemption.

Notable Quotes

(No executive quotes were included in the release.)