NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
TORONTO, Feb. 24, 2026 (GLOBE NEWSWIRE) — HydroGraph Clean Power Inc. (CSE: HG) (OTCQB: HGRAF) (“HydroGraph” or the “Company”), a leading producer of ultra‑pure graphene, is pleased to announce the launch of a best‑efforts, fully marketed brokered private placement of up to 5,882,348 units of the Company (the “Units”) at a price of C$5.10 per Unit (the “Offering Price”) for gross proceeds of up to approximately C$30,000,000 (the “Offering”). The Offering is being conducted by way of a private placement under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 of the Canadian Securities Administrators (the “Listed Issuer Financing Exemption”) or such other exemptions under NI 45-106.
Each Unit will consist of (i) one common share of the Company (each, a “Common Share”), and (ii) one‑half (½) of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each whole Warrant will entitle the holder thereof to purchase one additional Common Share (a “Warrant Share”) at an exercise price of C$6.10 per Warrant Share for a period of 36 months following the closing date of the Offering (the “Closing Date”).
The Offering is being conducted on a best‑efforts, fully marketed basis by Canaccord Genuity Corp., acting as lead agent and sole bookrunner (the “Lead Agent”), on behalf of a syndicate of agents to be formed by the Lead Agent (together with the Lead Agent, the “Agents”). In connection with the Offering, the Company intends to: (i) pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering, and (ii) issue the Agents broker warrants entitling them to acquire that number of Common Shares equal to 6.0% of the Units sold under the Offering at C$5.63 for a period of 36 months following the Closing Date. Notwithstanding the foregoing, for subscriptions received from investors identified on the President’s List, the cash commission and broker warrants will be reduced to 3.0% of the gross proceeds and 3.0% of the Units sold to such investors, respectively.
The net proceeds from the Offering will be used for establishing and staffing the Company’s new Texas headquarters, advancing the development of its second graphene production facility in Texas, expanding marketing and sales initiatives, supporting ongoing research and development programs, strengthening the Company’s intellectual property portfolio and strategic partnerships, and funding general working capital needs.
Key Terms of the Offering
- Offering Size: Up to approximately C$30,000,000.
- Pricing: C$5.10 per Unit.
- Warrants: Each whole warrant exercisable at C$6.10 representing an approximate 20% premium to the Offering Price for a period of 36 months from the Closing Date.
- 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 (the “Exchange”) equals or exceeds C$12.20 for ten (10) consecutive trading days, the Company may, at its discretion, accelerate the expiry date of the Warrants by giving not less than thirty (30) days’ notice to Warrant holders by way of press release.
- Jurisdictions: The Units will be offered for sale (i) in each of the provinces of Canada, other than Quebec, pursuant to the Listed Issuer Financing Exemption, and (ii) in such offshore jurisdictions as may be agreed to by the Company and the Lead Agent, in each case pursuant to available prospectus or registration exemptions and in accordance with applicable laws.
- Hold Period: Common Shares, Warrants and Warrant Shares issued pursuant to the Listed Issuer Financing Exemption will not be subject to a Canadian statutory hold period.
- Eligibility: Common Shares and Warrants will be eligible investments for RRSPs, RRIFs, RDSPs, RESPs, TFSAs, FHSAs and DPSPs.
- Closing: Expected to occur on or about March 5, 2026, 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 Exchange. The closing of any Units issued pursuant to the Listed Issuer Financing Exemption must occur no later than the 45th day following the date hereof.
There is an offering document related to the Offering and Listed Issuer Financing Exemption (the “Offering Document”) that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at hydrograph.com. Prospective investors of Units issued under the Listed Issuer Financing Exemption should read the Offering Document before making an investment decision. Copies of the Offering Document may also be obtained from the Lead Agent at ECM@cgf.com.
The Common Shares and Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants, have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States except pursuant to an applicable exemption from U.S. registration requirements.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities to be sold in the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. “United States” and “U.S. person” have the meaning ascribed to them in Regulation S under the 1933 Act.
About HydroGraph
HydroGraph Clean Power Inc. 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. Learn more at www.hydrograph.com.
Company Contact:
Matt Kreps
Vice President, HydroGraph Investor Relations
+1-214-597-8200
matt.kreps@hydrograph.com
Len Fernandes
Firecracker PR for HydroGraph
len@firecrackerpr.com
888-317-4687
Forward-Looking Information
This news release contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “upon”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. All statements, other than statements of historical fact, may be considered to be or include forward‐looking information. This news release contains forward‐looking information regarding, among other things, the Offering, the closing of the Offering, the anticipated Closing Date of the Offering, the intended use of proceeds from the Offering, and the receipt of any requisite regulatory approvals, including the approval of the Exchange.
Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable, and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of HydroGraph to control or predict, that may cause HydroGraph’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: HydroGraph’s ability to implement its business strategies; risks associated with general economic conditions; adverse industry events; stakeholder engagement; marketing and transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and other risks. HydroGraph does not undertake any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available.
No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements.
