Mr. David Bibby reports

HYPERCHARGE ANNOUNCES CLOSING OF BROKERED LIFE OFFERING OF UNITS FOR GROSS PROCEEDS OF $3,750,000

Hypercharge Networks Corp. has closed its previously announced brokered private placement offering of units for gross proceeds of $3.75-million.

The offering was conducted on a best efforts private placement basis at a price of 10 cents per unit and was completed pursuant to the terms of an agency agreement dated Nov. 5, 2025, entered among the company and FMI Securities Inc., as lead agent and sole bookrunner. In total, the company issued 37.5 million units.

Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at a price of 12 cents per share for a period of two years following the date of issuance, subject to adjustment in certain events or acceleration. If, at any time after the issue date of the warrants, the common shares trade on the TSX Venture Exchange at a volume-weighted average trading price of 20 cents or greater per common share for a period of 10 consecutive trading days, the company may, at its sole discretion, accelerate the expiry date by providing written notice to the holders. In such case, the warrants will expire 30 days following the date on which such acceleration notice is provided.

The units were offered for sale by way of private placement in each of the provinces of Canada (other than Quebec) 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, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued to purchasers pursuant to the offering are not subject to a statutory hold period in accordance with applicable Canadian securities laws and are freely tradeable. The closing of the offering remains subject to the final approval of the TSX-V.

Tony Geheran and Jason Baybutt, each an insider of the company, have subscribed under the offering for five million units for aggregate gross proceeds of $500,000 and 150,000 units for aggregate gross proceeds of $15,000, respectively. The subscriptions by Mr. Geheran and Mr. Baybutt are considered to be a related party transaction for purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation therein by any related party of the company was not settled until shortly prior to the closing of the offering, and the company wished to close the offering on an expedited basis for sound business reasons. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The corporation is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25 per cent of the company's market capitalization.

The net proceeds of the offering will be used for general working capital and corporate purposes, as further described in the offering document. The offering document related to the offering can be accessed under the company's profile on SEDAR+ and on the company's website.

In consideration for services provided in connection with the offering, the company paid the agent a cash commission equal to 6.0 per cent of the gross proceeds and issued to the agent broker warrants equal to 6 per cent of the number of units sold under the offering. Each broker warrant is exercisable to acquire one unit at 10 cents for 24 months from the date of issuance. The cash commission and number of broker warrants were reduced to 3.0 per cent in respect of sales to subscribers on a president's list.

About Hypercharge Networks Corp.

Hypercharge Networks is a leading provider of smart electric vehicle (EV) charging solutions for residential and commercial buildings, fleet operations, and other rapidly growing sectors. Driven by its mission to accelerate EV adoption and enable the shift toward a carbon-neutral economy, Hypercharge is committed to offering seamless, simple solutions, including industry-leading hardware, innovative and integrated software, and comprehensive services, backed by a robust network of public and private charging stations.

We seek Safe Harbor.