Next Hydrogen Solutions has announced its intention to complete a non-brokered private placement of common shares at a price of $0.45 (€0.39) per share with minimum gross proceeds of $20,000,000 (€17,250,000) and maximum of $30,000,000, (€26,900,000) or such other maximum amount as the company may determine.

The offering is expected to close on or about November 28, 2025, or on such other date(s) as the Company may determine, subject to receipt of all required regulatory and other approvals, including that of the TSX Venture Exchange (TSXV).

The private placement is being led by Toronto based Smoothwater Capital Corporation which has a proven track record of investing its private capital in Canadian companies and successfully growing them into sustainable businesses on behalf of all stakeholders. Following closing of the Offering, Smoothwater is expected to be the largest shareholder of Next Hydrogen and Stephen Griggs, CEO of Smoothwater, is expected to join the Company as Executive Chair of the Board.

The Company has received signed subscription agreements totaling over $20 million, which are subject to regulatory, shareholder and other approvals, from Smoothwater and a number of existing significant shareholders.

Stephen Griggs, CEO of Smoothwater, says: 'We are pleased to lead this private placement in Next Hydrogen. We believe the company is ready to shift from an R&D focused organisation to a commercially driven business, selling its leading electrolyzer technology for efficient green hydrogen production on a global scale, while continuing to evolve and improve its proprietary technology. By concentrating on key priorities and partnering with other exceptional companies, Next Hydrogen will maximise its potential. This will include focusing on the sale of electrolyzers through partners who will integrate them into their larger solutions using hydrogen as a key input to accelerate our global sales.'

Raveel Afzaal, president and CEO of Next Hydrogen, adds: 'Next Hydrogen’s electrolyzers meet or exceed world-class KPIs and enable our customers to economically produce hydrogen for their businesses while reducing their carbon footprint, particularly by using lower cost intermittent power including from renewables. This transformative financing is expected to fund Next Hydrogen to cash-flow positive. We will focus on selling our products with a capital light business model leveraging our existing relationships with significant Canadian and global companies.'

The Company intends to use the net proceeds of the Offering to accelerate sales and manufacturing of its existing NH150 electrolyzer, completing development of its much larger NH500 electrolyzer, for working capital and for general corporate purposes.

No finder’s fee or commissions will be paid in connection with the Offering. Consulting fees of $50,000 will be paid by the Corporation in common shares at the Offering Price on closing.

All securities issued in connection with Offering will be subject to a hold period of four months and one day from the date the private placement closes in accordance with applicable securities laws.

As part of the regulatory approval from the TSXV, the Offering may be subject to disinterested shareholder approval. Pursuant to TSXV policies, the creation of a new 'Control Person' – defined as any person that holds or is one of a combination of persons that holds as sufficient number of any of the securities of a company as to affect materially the control of that company, or that holds more than 20% of the outstanding voting shares of a company – requires shareholder approval, excluding votes from the Control Person and any affiliates. In connection therewith, it is expected that the Company will enter into investor rights agreements with lead investors in the Offering.

None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction where such an offer, solicitation or sale would be unlawful. There can be no assurance that the Offering will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Offering and has neither approved nor disapproved the contents of this press release.