Mr. Matt Kreps reports

HYDROGRAPH ANNOUNCES UP TO APPROXIMATELY C$30 MILLION LIFE OFFERING OF UNITS

Hydrograph Clean Power Inc. has launched a best effort, fully marketed brokered private placement of up to 5,882,348 units of the company at a price of $5.10 per unit for gross proceeds of up to approximately $30-million. The offering is being conducted 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) or such other exemptions under NI 45-106.

Each unit will consist of: (i) one common share of the company; and (ii) one-half of one common share purchase warrant of the company. Each whole warrant will entitle the holder thereof to purchase one additional common share at an exercise price of $6.10 per warrant share for a period of 36 months following the closing date of the offering.

The offering is being conducted on a best effort, fully marketed basis by Canaccord Genuity Corp., acting as lead agent and sole bookrunner, on behalf of a syndicate of agents to be formed by the lead agent. In connection with the offering, the company intends to: (i) pay the agents a cash commission equal to 6.0 per cent of the gross proceeds of the offering; and (ii) issue the agents broker warrants entitling them to acquire that number of common shares equal to 6.0 per cent of the units sold under the offering at $5.63 for a period of 36 months following the closing date. Notwithstanding the foregoing, for subscriptions received from investors identified on the president's list, the cash commission and broker warrants will be reduced to 3.0 per cent of the gross proceeds and 3.0 per cent of the units sold to such investors, respectively.

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 continuing research and development programs, strengthening the company's intellectual property portfolio and strategic partnerships, and financing general working capital needs.

Key terms of the offering:

• Offering size: up to approximately $30-million;
• Pricing: $5.10 per unit;
• Warrants: each whole warrant exercisable at $6.10 representing an approximately 20-per-cent 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 Canadian Securities Exchange equals or exceeds $12.20 for 10 consecutive trading days, the company may, at its discretion, accelerate the expiry date of the warrants by giving not fewer than 30 days notice to warrantholders by way of press release;
• Jurisdictions: the units will be offered for sale: (i) in each of the provinces of Canada, other than Quebec, pursuant to the listed issuer financing exemption; and (ii) in such offshore jurisdictions as may be agreed to by the company and the lead agent, in each case pursuant to available prospectus or registration exemptions and in accordance with applicable laws;
• Hold period: common shares, warrants and warrant shares issued pursuant to the listed issuer financing exemption will not be subject to a Canadian statutory hold period;
• Eligibility: common shares and warrants will be eligible investments for RRSPs, RRIFs, RDSPs, RESPs, TFSAs, FHSAs and DPSPs;
• Closing: expected to occur on or about March 5, 2026, 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 exchange; the closing of any units issued pursuant to the listed issuer financing exemption must occur no later than the 45th day following the date hereof.

There is an offering document related to the offering and listed issuer financing exemption that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors of units issued under the listed issuer financing exemption 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.

About Hydrograph Clean Power Inc.

Hydrograph 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.

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