Mr. Raveel Afzaal reports

NEXT HYDROGEN UPDATE ON PRIVATE PLACEMENT

Next Hydrogen Solutions Inc. is providing an update on its non-brokered private placement of common shares at a price of 45 cents per share, which was completed on Dec. 18, 2025.

The company had previously announced: (i) debt exchange agreements (with each of the directors or officers of the company to settle an aggregate of $560,527.37 of indebtedness under loan agreements, including principal loan amounts, accrued interest and loan setup fees), in consideration for the issuance of 1,245,610 common shares at a deemed price of 45 cents per common share; and (ii) debenture conversion agreements with certain holders of debentures of the company to settle an aggregate of $1,125,000 principal amount of debentures, in consideration for the issuance of 2,499,998 common shares at a deemed price of 45 cents per common share. Approximately $1.6-million of these debentures remain outstanding. No new control person was created pursuant to either of these transactions and the company is completing the settlement documentation with the TSX Venture Exchange with respect to these transactions. All securities issued in connection with the offering (including the shares-for-debt transaction and the debenture conversion) are subject to a hold period of four months and one day in accordance with applicable securities laws.

Subsequent to the year ended Dec. 31, 2025, the company also granted 459,108 deferred share units to its directors in January, 2026.

The company relied on the exemptions from the valuation and minority shareholder approval requirements contained in sections 5.5(b) and 5.7(1)(a) of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions in respect of such insider participation.

About Next Hydrogen Solutions Inc.

Founded in 2007, Next Hydrogen is a designer and manufacturer of hydrogen electrolyzers using water and electricity to generate clean hydrogen for use as an energy source. Next Hydrogen's unique cell design, supported by 40 patents, enables high current density operations and superior dynamic response to efficiently convert intermittent electricity, particularly from renewables such as wind, solar and nuclear, into hydrogen.