Mr. Bob Wowk reports

HYDROGRAPH ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT

Hydrograph Clean Power Inc. has closed the second tranche of its non-brokered private placement previously announced on Oct. 30, 2023. Pursuant to the second tranche, the company issued an aggregate of 9,626,000 units of the company for aggregate gross proceeds of $962,600. The units were offered in U.S. dollars and Canadian dollars at the respective prices of 7.4 U.S. cents and 10 cents. To date, Hydrograph has sold and issued an aggregate of 19,886,856 units for gross proceeds of approximately $1.99-million pursuant to the offering.

Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one common share at a price of 18 cents per warrant share for a period of 24 months after the closing date of the second tranche, subject to an acceleration right exercisable by the company, if, on any 10 consecutive trading days, the daily volume-weighted average trading price of the common shares on the Canadian Securities Exchange is 28 cents or greater per common share. If the company exercises its warrant acceleration right, the new expiry date of the warrants will be the 30th day following the notice of such exercise.

The company paid a cash finder's fee to a finder equal to 7 per cent of the gross proceeds raised by the finder and issued broker warrants equal to 7 per cent of the aggregate number of units sold to purchasers introduced to the company by the finder. Each broker warrant entitles the holder thereof to acquire one broker unit at a price of 10 cents for a period of two years from the closing date. Each broker unit will consist of one common share and one-half of one common share purchase warrant. Each broker unit warrant will be exercisable to purchase an additional common share at a price of 18 cents per common share for a period of two years from the closing date.

Hydrograph intends to use the net proceeds from the offering for application development, business development and general working capital purposes. The company looks forward to closing the final tranche of the offering by the end of February and is confident the aggregate proceeds of the offering will exceed the $2-million target.

One insider of the company participated in the second tranche and subscribed for a total of 250,000 Units for gross proceeds of $25,000. The insider is a related party of Hydrograph, and, therefore, the offering is considered a related party transaction subject to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the second tranche by insiders did not exceed 25 per cent of the company's market capitalization.

All securities issued in connection with the second tranche are subject to a hold period of four months and one day from Feb. 23, 2024.

About Hydrograph Clean Power Inc.

Hydrograph was founded in 2017 to finance and commercialize green, cost-effective processes to manufacture high-purity graphene and other strategic nanomaterials in bulk. Publicly listed on the Canadian Securities Exchange in December, 2021, the company acquired the exclusive global licence from Kansas State University to produce both graphene and hydrogen through its patented detonation process.

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