VANCOUVER, British Columbia, April 14, 2023 — HydroGraph Clean Power Inc. (CSE: ‎HG) (OTCQB: HGCPF) (the “Company” or “HydroGraph”) is pleased to announce that the Company has completed its previously announced non-brokered private placement (the “Offering”). Pursuant to the Offering, the Company issued an aggregate of 19,237,666 units of the Company (the “Units”) at an issue price of $0.12 per Unit for aggregate gross proceeds of approximately $2.31 million.

“It is quite an exciting time where we close another oversubscribed successful funding round with strong support from our shareholders, management and new investors,” said Stuart Jara, CEO of HydroGraph. “Funding will allow us to accelerate the commercialization of our graphene including business development and customer acquisition activities. The Board and I are appreciative of the continued support of the Company, our strategy and our focus on creating shareholder value.”

Each Unit consists 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 entitles the holder thereof to purchase one Common Share (each a “Warrant Share”) at a price of $0.12 per Warrant Share for a period of 24 months after the closing date of the Offering, subject to an acceleration right (the “Warrant Acceleration Right“) exercisable by the Company, if on any ten consecutive trading days the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange is $0.30 or greater per Common Share. If the Company exercises its Warrant Acceleration Right, the new expiry date of the Warrants will be the 30^th day following the notice of such exercise.

The Company paid cash finders’ fees to certain finders (the “Finders”) equal to 7% of the gross proceeds raised by each Finder, and issued broker warrants (each, a “Broker Warrant”) equal to 7% of the aggregate number of Units sold to purchasers introduced to the Company by each Finder. Each Broker Warrant entitles the holder thereof to acquire one broker unit (the “Broker Units”) at a ‎price of $0.12 for a period of two years from the Closing Date, subject to acceleration in ‎accordance with the Warrant Acceleration Right. Each Broker Unit will consist of one Common Share and one half of one common share purchase warrant (each whole warrant, a “Broker Unit Warrant”). Each Broker Unit Warrant will be exercisable to purchase an additional Common Share at a price of $0.20 per Common Share for a period of two years from the closing date of the Offering.

HydroGraph intends to use the net proceeds from the Offering primarily to further progress customer ‎engagement and product acceptance‎. A portion of the funds will also be used to extend the Company’s graphene ‎product and application ‎portfolio. ‎

The Offering was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “Listed Issuer Financing Exemption”). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.

Certain insiders of the Company participated in the Offering and subscribed for a total of 1,425,000 Units. Each of the ‎insiders is a related party of ‎HydroGraph, and therefore the Offering is considered a “related party transaction” ‎subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special ‎Transactions (“MI 61-101”). The Company is relying 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 did not exceed 25% of the ‎Company’s market capitalization.‎

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About HydroGraph

HydroGraph Clean Power Inc. was founded in 2017 to fund and commercialize green, cost-effective processes to manufacture graphene, hydrogen and other strategic materials in bulk. Publicly listed on the Canadian Securities Exchange on December 2, 2021, the Company acquired the exclusive license from Kansas State University to produce both graphene and hydrogen through their patented detonation process. More information about the Company and its products can be found on the HydroGraph website. www.hydrograph.com/

For company updates, please follow HydroGraph on LinkedIn and Twitter.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Contacts:

HydroGraph Investor Relations

Bob Wowk, CFO

[email protected]

908.627.1315 

HydroGraph Media Contact

Kristin Schaeffer

[email protected]

Forward-Looking Statements

This 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 and information include but are not limited to: the timing of trading of the Company’s common shares on the OTCQB, the ‎potential benefits of listing on the OTCQB, ‎the statements in regards to existing and future products of the Company; the ability to successfully scale the commercialization of the products, the Company’s plans and strategies.

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.