HydroGraph Announces $2 Million Private Placement

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Not for distribution to US news agencies or for publication in the United States.
All dollar amounts are in Canadian dollars unless otherwise noted.

VANCOUVER, British Columbia, Nov. 26, 2024 (GLOBE NEWSWIRE) — HydroGraph Clean Power Inc. (CSE: mercury) (UTCCP: HGRAF) (the “a company“or”Hydrograph“), a commercial manufacturer of high-quality graphene and other nanomaterials, is pleased to announce that it intends to complete a non-brokered private placement of units of the Company (“Units“”), at a price of US$0.16 per unit, for gross gross proceeds of US$2,000,000 (“an offer“).

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Each Unit will consist of one common share in the capital of the Company (each “Shared share“) and one-half of a warrant to purchase common stock of the Company (each whole warrant,”note“). Each Warrant will entitle the holder to purchase one common share (each “Security share”) at a price of $0.24 per Warrant Share for a period of 36 months after the closing date of the offering.

“By building on our strong commercial strength across multiple industries, this investment will accelerate the adoption of graphene solutions, increasing value for our customers and stakeholders alike.” “The momentum we have generated this year alone is a very positive indicator that we are approaching an inflection point that will further drive our commercialization efforts,” said CEO Kjersten Pryor.

Net proceeds from the offering will be used to advance commercialization through application development at GEIC (Graphene Engineering Innovation Center) driven by customer interest, production scale-up, business development and general working capital purposes. The Company may pay fees to certain finders in connection with the sale of Units to purchasers introduced by such finders to the Company. The Company reserves the right to increase the size of the offering by up to 30% in the market context.

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The offering is expected to close on or about December 6, 2024, or such other date or dates as the Company may determine. Closing of the Offer is subject to the receipt of all regulatory approvals. The units issued under the Offering and the underlying securities will be subject to certain resale restrictions such as a holding period of four months and one day from the closing date.

Insiders may participate in the offering and the insiders’ participation will be considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of minority security holders in private transactions ((MI 61-101“). The Company intends to rely on the exemptions from formal evaluation and minority shareholder approval requirements set forth in Subsections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the offering by insiders will not exceed 25 % of the company’s market value.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Law of 1933), or any state securities laws and may not be offered or sold in the “United States” or to “U.S. Persons” (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state laws. Securities, or an exemption from these registration requirements is available.

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About hydrograph

HydroGraph Clean Power Inc is one of the leaders in producing pure graphene using the “explosive synthesis” process, which allows for exceptional purity, low energy use and identical batches. The quality, performance and consistency of Hydrograph graphene follows the Graphene Council Certified Graphene Product standards, which very few graphene producers can meet. For more information or to learn about the HydroGraph story, visit: https://hydrograph.com/

For company updates, please follow HydroGraph on LinkedIn and twitter.

The Canadian Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Investor Relations Hydrograph
Matt Krebs
Darrow Associates
mkreps@darrowir.com

Kjersten Pryor, President and CEO
kjirstin.breure@hydrograph.com

480-267-2556

Contact HydroGraph media
Raven Carpenter
hydrograph@fox.agency

Forward-looking statements

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”, “when”, “anticipate”, “believe”, “continue” or “plans”. “or similar terms. Forward-looking statements and information include, but are not limited to: closing of the offering; expected use of proceeds; The expected closing date of the offering; Pay finder fees; Ability to obtain all necessary regulatory approvals; Data relating to the Company’s current and future products; Company plans and strategies. Forward-looking statements and information are based on expectations of future results, estimates of amounts not yet determined and assumptions that, although management believes 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 HydroGraph’s ability to control or predict, which could cause HydroGraph’s actual results, performance or achievements to differ materially from those expressed or implied. Therefore, they are developed based on assumptions about such risks, uncertainties and other factors set forth 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; commodity price volatility; 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; a race; currency and interest rate fluctuations; And other risks. HydroGraph undertakes no obligation to update forward-looking information except as required by applicable law. This forward-looking information represents management’s best judgment based on currently available information.

No forward-looking statement can be guaranteed, and actual future results may differ materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements.

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