Mr. Raveel Afzaal reports

NEXT HYDROGEN SOLUTIONS INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURES

Next Hydrogen Solutions Inc. has completed a closing of its previously announced offering, on a private placement basis, of 10 per cent unsecured convertible debentures of the company. Pursuant to the offering, the company has issued and sold 2,725 debentures for aggregate gross proceeds to the company of $2,725,000.

"We are grateful to our shareholders for driving a successful outcome for this strategic offering," said Raveel Afzaal, president and chief executive officer. "This offering coupled with: (1) $4.8-million in approved government grants and $1.7-million in advanced discussions; and (2) up to $5-million working capital debt financing letter of interest from EDC [Export Development Canada] provides us with good visibility to meet our capital requirements for 2025. In addition, we are in advanced strategic discussions, which include technology licensing opportunities in attractive geographies which have the potential to capitalize us for 2026 and beyond."

The debentures shall mature on the earlier of the following to occur: (i) 24 months from the date of issuance; (ii) on: (x) a sale, merger, arrangement, amalgamation, business combination, or other transaction or series of transactions which results in a person other than the shareholders of the company immediately prior to such transaction holding more than 50 per cent of the votes attributable to the shares of the surviving issuer or acquiring corporation; or (y) the sale, lease, transfer, exclusive licence or other disposition of all of substantially all of the assets of the company, unless such sale, lease, transfer, licence or disposition is to a wholly owned subsidiary of the company; or (iii) on any demand for payment as a result of an event of default under the terms of the debenture.

The debentures shall bear interest at a rate of 10.0 per cent per annum from the date of issue, calculated and paid in cash on a semi-annual basis. The holders of the debentures may elect to convert the principal and all accrued but unpaid interest under the debenture into that amount of common shares of the company, computed on the basis of the outstanding principal and all accrued, but unpaid interest under the debenture divided by the conversion price, which shall mean: (i) in respect of the principal amount of the debenture outstanding, $1 per common share; and (ii) in respect of any interest accrued but unpaid thereon, $1 per common share or the last closing price of the common shares listed for trading on the TSX Venture Exchange before the date of conversion, whichever is greater. Any conversion of interest accrued but unpaid thereon into common shares will be subject to the prior approval of the TSX-V.

Mr. MacKenzie, a control person and director of the company, has subscribed for $500,000 principal amount of debentures in the offering. Mr. Guglielmin, a director and an insider of the company, has subscribed for $50,000 principal amount of debentures in the offering. The company has relied on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

The proceeds of the offering will be used for working capital and for general corporate purposes.

The company has not paid any finders' fees in connection with the offering.

The completion of the offering remains subject to the final approval of the TSX-V. All securities issued pursuant to the offering are subject to a statutory four-month hold period from their date of issuance.

About Next Hydrogen Solutions Inc.

Founded in 2007, Next Hydrogen is a designer and manufacturer of electrolyzers that use water and electricity as inputs to generate clean hydrogen for use as an energy source. Next Hydrogen's unique cell design architecture, supported by 40 patents, enables high-current-density operations and superior dynamic response to efficiently convert intermittent renewable electricity into green hydrogen on an infrastructure scale. Following successful pilots, Next Hydrogen is scaling up its technology to deliver commercial solutions to decarbonize transportation and industrial sectors.

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