HydroGraph Announces Closing of its C$30 Million LIFE Offering

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TORONTO, March 05, 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 closing of its previously disclosed best-efforts, fully marketed brokered private placement for aggregate gross proceeds of C$29,999,974.80. The offering consisted of 5,882,348 units of the Company (the “Units”) at a price of C$5.10 per Unit (the “Offering”), completed by way of a private placement under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 of the Canadian Securities Administrators (the “Listed Issuer Financing Exemption”) and other available prospectus exemptions.

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$6.10 for a period of 36 months following the closing date of the Offering (the “Closing Date”), subject to the Company’s acceleration right described below.

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 C$12.20 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.

Use of Funds

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.

“This financing represents an important milestone for HydroGraph as we continue to accelerate our growth strategy,” said Kjirstin Breure, CEO and President of HydroGraph. “The strong investor support reflects confidence in our technology and long-term vision. The proceeds will help us scale operations, advance our Texas expansion, and continue strengthening our leadership in ultra-pure graphene solutions.”

Lead Agent

The Offering was conducted on a best-efforts, fully marketed basis by Canaccord Genuity Corp., acting as agent and sole bookrunner (the “Agent”). The Company: (i) paid the Agent a cash commission equal to 6.0% of the gross proceeds of the Offering (reduced to 3.0% of the gross proceeds for Units sold to purchasers on the president’s list); and (ii) 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$5.63 for a period of 36 months following the Closing Date.

Key Terms of the Offering

• Units Sold: 5,882,348
• Gross Proceeds: C$29,999,974.80
• Pricing: C$5.10 per Unit
• Warrant Terms: Each Warrant is 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 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.
• Hold Period: Common Shares, Warrants and the common shares issuable pursuant to the exercise of the Warrants (“Warrant Shares”) issued pursuant to the Offering are not subject to a Canadian statutory hold period. All securities not issued pursuant to the Listed Issuer Financing Exemption are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day.
• Lock-Up: Directors and senior officers of the Company 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 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 intended use of proceeds from the Offering, the impact of the application of such proceeds and the Company’s growth strategy, investor support, scaling of operations, Texas expansion and leadership position.

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 three months ended December 31, 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.