HydroGraph Receives Final Court Order Approving Redomicile Transactions
AUSTIN, Texas, Nov. 12, 2026 (GLOBE NEWSWIRE) -- HydroGraph Clean Power Inc. (CSE: HG) (OTCQB: HGRAF) (“HydroGraph” or the “Company”) today announced that the Supreme Court of British Columbia (the “Court”) has issued a final order dated November 10, 2026 approving the previously announced plan of arrangement under the Business Corporations Act (British Columbia) in connection with the Company’s corporate redomicile transactions (the “Redomicile Transactions”).
The Redomicile Transactions were approved by HydroGraph securityholders at the special meeting held on October 29, 2026. Upon completion of the Redomicile Transactions, HydroGraph will become indirectly owned by HydroGraph Inc., a Delaware corporation, and HydroGraph shareholders will receive one share of common stock of HydroGraph Inc. or, if validly elected and subject to applicable eligibility requirements, one exchangeable share for each HydroGraph common share held immediately prior to completion of the Redomicile Transactions.
“Receipt of the final order is another important milestone in the redomicile process,” said Kjirstin Breure, President and Chief Executive Officer of HydroGraph. “We remain focused on completing the remaining steps required to implement the Redomicile Transactions and align our corporate structure with our growing U.S. operations and long-term strategic objectives.”
Additional details regarding the Redomicile Transactions are included in the Company’s management information circular dated September 16, 2026 (the “Circular”), which is available under HydroGraph’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.hydrograph.com.
Reminder of Exchangeable Share Election Deadline
HydroGraph reminds eligible holders wishing to receive exchangeable shares of HydroGraph ExchangeCo Ltd. that they must submit a properly completed Letter of Transmittal and Consideration Election Form prior to the extended election deadline of 5:00 p.m. (Vancouver time) on November 15, 2026. Shareholders who hold their HydroGraph common shares through a broker, bank or other intermediary should contact their intermediary immediately, as intermediaries may impose internal deadlines that are earlier than the election deadline. Shareholders who do not make a valid election will receive common stock of HydroGraph Inc. Questions regarding the election process may be directed to Apollo Nora Advisors Ltd. toll-free at 1-888-610-4478 or 647-407-5667, or by email at info@apollo-advisors.ca.
Important Information for Investors and Securityholders
This communication is not intended to and does not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase or exchange of securities in any jurisdiction in contravention of applicable law.
HydroGraph securityholders are urged to read the Circular and all other relevant materials carefully because they contain important information regarding HydroGraph, HydroGraph Inc., the Redomicile Transactions and related matters. Copies of the Circular and related meeting materials are available under HydroGraph’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.hydrograph.com.
Apollo Nora Advisors Ltd. is acting as HydroGraph’s strategic shareholder advisor, proxy solicitation agent and information agent in connection with the Redomicile Transactions.
About HydroGraph
HydroGraph is a leading producer of pristine synthetic graphene using its proprietary Hyperion Reactor technology, which allows for exceptional purity, low energy use, and identical batches. The quality, performance, and consistency of HydroGraph’s graphene follow the Graphene Council’s Verified Graphene Producer® standards, which very few graphene producers are able to meet. For more information or to learn about the HydroGraph story, visit: https://hydrograph.com/. For company updates, please follow HydroGraph on LinkedIn at https://www.linkedin.com/company/hydrograph/ and X at https://x.com/HydroGraphInc.
Trademarks: HydroGraph™, Fractal Graphene™ and Fractal Graphene Paste™
Forward-Looking Statements
This news release contains certain “forward-looking statements” and certain “forward-looking information” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements in this news release include, but are not limited to, statements regarding the Redomicile Transactions; the anticipated timing for completion of the Redomicile Transactions; the election deadline for holders wishing to receive exchangeable shares; the receipt of required regulatory and stock exchange approvals; the satisfaction or waiver of the remaining conditions to completion of the Redomicile Transactions; the anticipated benefits of the Redomicile Transactions; the alignment of the Company’s corporate structure with its growing U.S. operations and long-term strategic objectives; and HydroGraph’s plans, objectives, expectations and business strategy generally. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plan”, “target”, “project”, “potential”, “could”, “would” or similar terminology.
Forward-looking statements are based on management’s current expectations, assumptions and beliefs regarding future events and operations. These assumptions include, among other things, that required regulatory and stock exchange approvals will be obtained on acceptable terms and in a timely manner; that the remaining conditions to completion of the Redomicile Transactions will be satisfied or waived; that the anticipated benefits of the Redomicile Transactions will be realized; and that there will be no material adverse changes in economic, market, regulatory or business conditions.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, many of which are beyond HydroGraph’s control, that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation: the failure to obtain required regulatory or stock exchange approvals; delays in obtaining required approvals; the possibility that the Redomicile Transactions may not be completed on the anticipated timeline or at all; the possibility that holders wishing to receive exchangeable shares do not submit a valid election prior to the election deadline; the possibility that HydroGraph may not realize some or all of the anticipated benefits of the Redomicile Transactions; changes in tax laws or the tax consequences of the Redomicile Transactions; costs associated with the Redomicile Transactions; adverse market conditions; changes in applicable laws and regulations; and other risks and uncertainties described in the Circular and HydroGraph’s public disclosure record.
Although HydroGraph believes that the assumptions and expectations reflected in these forward-looking statements are reasonable, there can be no assurance that such assumptions or expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date of this news release and HydroGraph undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
CONTACTS:
Matt Kreps Senior Vice President of Capital Markets and Investor Relations +1-214-597-8200 matt.kreps@hydrograph.com
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