HydroGraph Announces Closing of Upsized Bought Deal Offering for Gross Proceeds of C$70.4 Million, including Full Exercise of the Over-Allotment Option

HydroGraph Announces Closing of Upsized Bought Deal Offering for Gross Proceeds of C$70.4 Million, including Full Exercise of the Over-Allotment Option

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VANCOUVER, BC, Aug. 25, 2026 /CNW/ -- HydroGraph Clean Power Inc. (CSE: HG) (OTCQB: HGRAF) ("HydroGraph" or the "Company"), a leading producer of ultra‑pure graphene, is pleased to announce the closing of its previously announced and upsized "bought deal" public offering (the "Offering") of 10,350,000 units of the Company (the "Units") at a price of C$6.80 per Unit (the "Offering Price") for aggregate gross proceeds of C$70,380,000. This total includes the full exercise of the over-allotment option (the "Over-Allotment Option"), pursuant to which 1,350,000 Units were sold for gross proceeds of C$9,180,000. Canaccord Genuity Corp. ("Canaccord") acted as the sole underwriter and bookrunner.

"The successful completion of this financing represents an important milestone for the Company," said Kjirstin Breure, President & Chief Executive Officer of HydroGraph. "The proceeds from this offering will help advance HydroGraph's strategic growth initiatives, including the expansion of our manufacturing facilities in Texas, and development programs and our sales and marketing activities, including those focused on federal and defense initiatives. With this enhanced financial flexibility, we believe HydroGraph is well positioned to execute on its strategic plan to expand the Company's production capacity and advance its commercialization strategy."

Each Unit consists of one common share of the Company (each, a "Common Share") and one‑half (½) of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of C$8.16 at any time until August 25, 2031.

The net proceeds of the Offering are expected to be used for business development activities, expansion of American facilities, working capital and general corporate purposes, as further described in the Prospectus Supplement (as defined below).

The Offering was completed pursuant to a prospectus supplement dated August 19, 2026 (the "Prospectus Supplement") to the Company's (final) short form base shelf prospectus dated June 24, 2026 (the "Base Shelf Prospectus" and together with the Prospectus Supplement, the "Prospectus"), filed with the securities regulatory authorities in each of the provinces and territories of Canada (except Québec), and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable state securities laws and other jurisdictions. Investors should read the Prospectus, including all documents incorporated by reference therein, for more complete information about the Company and the Offering. Copies of these documents are available under HydroGraph's profile on SEDAR+ at www.sedarplus.ca. The Offering remains subject to the acceptance of the Canadian Securities Exchange (the "CSE").

In connection with the Offering, the Company paid Canaccord a cash commission of C$4,202,196 and issued to Canaccord 310,500 Common Share purchase warrants (the "Broker Warrants"). Each Broker Warrant is non-transferable and entitles the holder thereof to purchase one Common Share at an exercise price of C$8.16 at any time until August 25, 2029. The Broker Warrants were issued under prospectus exemptions in accordance with National Instrument 45-106 – Prospectus Exemptions and are subject to a statutory restricted period of four months and one day (including the Common Shares issuable upon the exercise of such Broker Warrants if exercised prior to the expiry of the hold period).

The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About HydroGraph

HydroGraph is a leading producer of pristine graphene using its proprietary Hyperion Reactor technology, which allows for ultra-high purity, low energy use, and uniform batches. The quality, performance, and consistency of HydroGraph's graphene follow the Graphene Council's Verified Graphene Producer^® standards, of 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^™ and Fractal Graphene^™

Forward-Looking Information

This news release contains certain "forward-looking statements" and certain "forward-looking information" as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "upon", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements in this release include, without limitation, statements regarding: the Company's strategic plan and growth initiatives; the proposed use of net proceeds from the Offering; and the acceptance of the Offering by the CSE.

Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable, and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of HydroGraph to control or predict, that may cause HydroGraph's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: HydroGraph's ability to implement its business strategies; risks associated with general economic conditions; adverse industry events; stakeholder engagement; marketing and transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and other risks. HydroGraph does not undertake any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.

No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements.

The CSE does not accept responsibility for the adequacy or accuracy of this release and has neither approved nor disapproved the contents of this news release.

SOURCE HydroGraph Clean Power Inc.