HydroGraph Announces Closing of its C$20M LIFE Offering

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TORONTO, Nov. 4, 2025 /CNW/ - HydroGraph Clean Power Inc. (CSE: HG) (OTCQB: HGRAF) ("HydroGraph" or the "Company"), a leading producer of ultra-pure graphene, today announced the closing of its previously disclosed private placement for aggregate gross proceeds of C$20,000,024. The offering consisted of 6,896,560 units of the Company (the "Units") at a price of C$2.90 per Unit (the "LIFE Offering"), completed 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 (the "LIFE Exemption").

Each Unit consisted 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 Warrant entitles the holder to purchase one Common Share at an exercise price of C$3.50 for a period of 36 months following closing.

Warrant Acceleration Provision 

Following the Closing Date, if the daily volume-weighted average trading price of the Company's common shares on the Canadian Securities Exchange (the "Exchange") equals or exceeds $7.00 for ten (10) consecutive trading days, the Company may, at its discretion, accelerate the expiry date of the Warrants by providing not less than thirty (30) days' notice to Warrant holders via press release, with concurrent notice to the warrant agent.

Use of Funds

The net proceeds from the LIFE Offering will be allocated toward the development of production, research, and operating facilities at two locations in Texas, as well as for research and development initiatives and general corporate purposes.

"This successful financing marks a pivotal moment for HydroGraph as we accelerate our growth strategy," said Kjirstin Breure, CEO and President of HydroGraph. "The strong support from investors underscores confidence in our technology and vision. These funds will enable us to scale production, advance research, and strengthen our position as a leader in ultra-pure graphene solutions."

Lead Agent

The LIFE Offering was conducted on a best-efforts, fully marketed basis by Canaccord Genuity Corp., acting as agent and sole bookrunner (the "Agent"). The Company paid the Agent a cash commission equal to 6.0% of the gross proceeds of the LIFE Offering (reduced to 3.0% of the gross proceeds for Units sold to purchasers on the president's list) and issued the Agent broker warrants in an amount equal to 6.0% of the number of Units sold (reduced to 3.0% for Units sold to purchasers on the president's list), which broker warrants are each exercisable to acquire one Common Share at an exercise price of C$3.50 for a period of 36 months following closing.

Key Terms of the LIFE Offering

• Units Sold: 6,896,560
• Gross Proceeds: C$20,000,024
• Pricing: $2.90 per Unit.
• Warrant Terms: Each whole warrant exercisable at $3.50, representing a 21% 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 Exchange equals or exceeds $7.00 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 (with concurrent notice to the warrant agent).
• Hold Period: Common Shares, Warrants and the common shares issuable pursuant to the exercise of the Warrants ("Warrant Shares") issued pursuant to the LIFE Offering are not subject to a Canadian statutory hold period. All securities not issued pursuant to the LIFE Exemption are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day.
• Lock-Up: Directors & Senior Management have entered into voluntary four-month lock-up agreement

The Common Shares and Warrants comprising the Units, and the Warrant Shares, 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 Life 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. 

Forward-Looking Information

This 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 intended use of proceeds from the LIFE Offering and future capital requirements.

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 in Hydrograph's management discussion and analysis for the nine months ended June 30, 2025. 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.

SOURCE HydroGraph Clean Power Inc.

Company Contact: Matt Kreps, Vice President, HydroGraph Investor Relations, [phone], [email protected]; Len Fernandes, Firecracker PR for HydroGraph, [email protected], 888-317-4687