Mr. Matt Kreps reports

HYDROGRAPH ANNOUNCES CLOSING OF ITS C$30 MILLION LIFE OFFERING

Hydrograph Clean Power Inc. has closed its previously disclosed best-efforts, fully marketed brokered private placement for aggregate gross proceeds of $29,999,974.80. The offering consisted of 5,882,348 units of the company at a price of $5.10 per unit, 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 and other available prospectus exemptions.

Each unit consisted of: (i) one common share of the company; and (ii) one-half of one common share purchase warrant of the company. Each warrant entitles the holder to purchase one common share at an exercise price of $6.10 for a period of 36 months following the closing date of the offering, 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 equals or exceeds $12.20 for 10 consecutive trading days, the company may, at its discretion, accelerate the expiry date of the warrants by providing not less than 30 days of notice to warrantholders via news 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 continuing research and development programs, strengthening the company's intellectual property portfolio and strategic partnerships, and financing general working capital needs.

"This financing represents an important milestone for Hydrograph as we continue to accelerate our growth strategy," said Kjirstin Breure, chief executive officer 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 ultrapure 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 company: (i) paid the agent a cash commission equal to 6.0 per cent of the gross proceeds of the offering (reduced to 3.0 per cent 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 per cent of the number of units sold (reduced to 3.0 per cent 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 $5.63 for a period of 36 months following the closing date.

Key terms of the offering:

• Units sold: 5,882,348;
• Gross proceeds: $29,999,974.80;
• Pricing: $5.10 per unit;
• Warrant terms: Each warrant is 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 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 less than 30 days of notice to warrantholders by way of news release;
• Hold period: common shares, warrants and the common shares issuable pursuant to the exercise of the warrants 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.

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.

We seek Safe Harbor.