HydroGraph Announces $1.6 Million Private Placement

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All dollar amounts are in Canadian dollars unless otherwise indicated‎.

VANCOUVER, British Columbia, May 22, 2024 (GLOBE NEWSWIRE) -- HydroGraph Clean Power Inc. (CSE: ‎HG) (OTCQB: HGCPF) (the “Company” or “HydroGraph”), a commercial manufacturer of high-‎quality graphene and other nanomaterials, ‎is pleased to announce that it intends to complete a non-brokered private placement of units of the Company (the “Units”), at a price of $0.16 per Unit, for aggregate gross proceeds of up to $1,600,000 (the “Offering”).

Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (each a “Warrant Share”) at a price of $0.27 per Warrant Share for a period of 36 months after the closing date of the Offering.

“HydroGraph’s commercial progress in just a few short months has been extremely promising. We would like to thank our shareholders for their ongoing support and look forward to furthering our application development activities in Manchester, which will drive revenue, and to furthering the capacity of our production facility,” commented Kjirstin Breure, President and interim Chief Executive Officer of ‎HydroGraph. ‎

Net proceeds from the Offering will be used for furthering commercialization via application development at the GEIC (Graphene Engineering Innovation Center) driven by customer interest, production upscaling, business development and general working capital purposes. The Company may pay certain finders a fee in connection with the sale of Units to purchasers introduced to the Company by such finders. The Company reserves the right to increase the size of the Offering by up to 30% in the context of the market.

The Offering is expected to close on or about June 7th, 2024, or in any other date or dates as the Company may determine. Closing of the Offering is subject to receipt of all regulatory approvals. The Units issued under the Offering, and the underlying securities, will be subject to ‎certain resale restrictions such as a hold period of four months and a day from the closing date.

Insiders may participate in the Offering and the participation of insiders will be considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely 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 Offering by insiders will not exceed 25% of the Company’s market capitalization.