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TORONTO, Oct. 22, 2025 (GLOBE NEWSWIRE) -- HydroGraph Clean Power Inc. (CSE: HG) (OTCQB: HGRAF) (“HydroGraph” or the “Company”), a leading producer of ultra-pure graphene, today announced that it has launched a brokered private placement of up to 6,896,560 units of the Company (the “Units”) at a price of C$2.90 per Unit, for gross proceeds of up to C$20,000,000 (the “LIFE Offering”). The LIFE Offering is being conducted 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 shall be comprised 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 will entitle the holder to purchase one additional Common Share (a “Warrant Share”) at an exercise price of C$3.50, representing a 20% premium to the Unit price for a period of 36 months following closing. The Unit price will be C$2.90. If, at any time following the closing date of the Life Offering (the “Closing Date”), the daily volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange (the “Exchange”) equals or exceeds a price that is 100% above the Warrant exercise price 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).

The LIFE Offering will be 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 (collectively with the Lead Agent, the “Agents”). The Company intends to grant the Agents a cash commission equal to 6.0% of gross proceeds, plus broker warrants equal to 6.0% of the number of Units sold, exercisable for 36 months at an exercise price of C$3.50, representing a 20% premium to the Unit price.

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

There is an offering document related to the LIFE Offering 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 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.

Key Terms of the LIFE Offering

  • Offering Size: Up to C$20,000,000.
  • Pricing: $2.90 per Unit.
  • Warrants: Each whole warrant exercisable at $3.50, representing a 20% 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 Canadian Securities Exchange (the “Exchange”) equals or exceeds a price that is 100% above the Warrant exercise price 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).
  • Jurisdictions: Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions, the Units will be offered for sale to purchasers’ resident in all of the provinces of Canada except Québec pursuant to the LIFE Exemption. The Offered Shares may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”).
  • Hold Period: The Common Shares, Warrants and Warrant Shares issued pursuant to the LIFE Exemption will not be subject to a Canadian statutory hold period. All securities not issued pursuant to the LIFE Exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the Closing Date.
  • Eligibility: Common Shares and Warrants will be eligible investments for RRSPs, RRIFs, RDSPs, RESPs, TFSAs, FHSAs and DPSPs.
  • Closing Date: Expected on or about November 4, 2025, 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 Canadian Securities Exchange.

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 LIFE Offering have not been and will not be registered under 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 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 LIFE Offering, the closing of the LIFE Offering, the anticipated Closing Date of the LIFE Offering, the intended use of proceeds from the LIFE Offering, future capital requirements and the receipt of any requisite regulatory approvals, including the approval of the CSE.

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.