Mr. Matt Kreps reports
HYDROGRAPH ANNOUNCES FILING AND MAILING OF MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SECURITYHOLDERS REGARDING PROPOSED REDOMICILE TO THE UNITED STATES
Hydrograph Clean Power Inc.'s management information circular and related materials, dated Sept. 16, 2026, for its special meeting of securityholders have been filed publicly and are schedulled to be mailed to securityholders on Sept. 29, 2026.
The meeting will be held on Oct. 29, 2026, at 9 a.m. Pacific Time at the offices of Miller Thomson LLP, 700 W Georgia St., suite 2200, Vancouver, B.C., V7Y 1K8, to consider and approve the previously announced corporate redomicile transactions pursuant to which Hydrograph would become indirectly owned by a Delaware corporation. The record date for the meeting is Sept. 11, 2026. Proxies must be received by 9 a.m. Pacific Time on Oct. 27, 2026.
The company is utilizing the notice-and-access provisions under applicable Canadian securities laws for delivery of meeting materials. Securityholders may request paper copies of meeting materials at no cost in accordance with the procedures outlined in the circular.
At the meeting, Hydrograph securityholders, being the holders of common shares, warrants and incentive awards (namely stock options and restricted share units), will be asked to consider the redomicile resolution to approve a series of transactions by way of plan of arrangement under the Business Corporations Act (British Columbia). Pursuant to the redomicile transactions, holders of Hydrograph common shares will receive, at their election and subject to applicable eligibility criteria, either (i) one share of common stock of Hydrograph Inc., a newly incorporated Delaware corporation that will become the parent company of Hydrograph (new parent), (ii) one exchangeable share of Hydrograph ExchangeCo Ltd., or (iii) a combination of new parent common stock and exchangeable shares, in each case on a one-for-one basis for each Hydrograph common share held immediately prior to completion of the redomicile transactions, as more particularly described in the circular.
Eligible holders who elect to receive exchangeable shares may, subject to applicable requirements and the making of a valid tax election, be able to defer all or a portion of any Canadian income tax that would otherwise arise on the disposition of their Hydrograph common shares pursuant to the redomicile transactions. Securityholders should carefully review the circular and consult their own tax advisers. Eligible holders wishing to receive exchangeable shares must submit a properly completed letter of transmittal and consideration election form prior to the election deadline of 5 p.m. Vancouver time on Oct. 28, 2026. Voting for or against the redomicile resolution does not constitute an election to receive exchangeable shares.
In connection with the redomicile transactions, new parent will assume Hydrograph's outstanding incentive awards and warrants, with the underlying securities becoming shares of new parent common stock. Following completion of the redomicile transactions, the directors and executive officers of new parent will continue to be the same individuals who currently serve as directors and officers of Hydrograph, and new parent will indirectly hold the same business, assets and liabilities currently held by Hydrograph.
The board of directors of Hydrograph unanimously recommends that Hydrograph securityholders vote for the redomicile resolution.
The Hydrograph board believes that the opportunity to enhance long-term value for shareholders will be greater as a Delaware corporation than as a British Columbia corporation. The Hydrograph board believes that the redomicile transactions will better align the company's corporate structure with its growing United States operations, expanding its U.S. shareholder base, developing addressable market opportunities and long-term strategic objectives, while positioning the company for future growth. The Hydrograph board also believes that the U.S. investor base represents the greatest source of potential additional investment and that becoming a Delaware corporation would provide greater opportunities to expand the company's institutional investor base.
The redomicile transactions must be approved by the affirmative vote of at least two-thirds of the votes cast at the meeting on the redomicile resolution, in person or by proxy, by both (a) Hydrograph shareholders, warrantholders and incentive awardholders, voting together as a single class, and (b) Hydrograph shareholders, voting separately. Subject to receipt of the required approvals, including approval of Hydrograph securityholders, approval of the Supreme Court of British Columbia and satisfaction of customary closing conditions, it is anticipated that the redomicile transactions will be completed in early 2027.
The circular, notice of meeting and related proxy materials are being distributed to Hydrograph securityholders, and are available under the company's profile on SEDAR+ and on Hydrograph's website.
Your vote is very important regardless of the number of Hydrograph common shares, warrants and/or incentive awards that you own. If you have questions or require assistance with voting your securities, or if you are an eligible holder and have questions regarding the exchangeable share election process, please contact Apollo Nora Advisors Ltd., Hydrograph's strategic shareholder adviser, proxy solicitation agent and information agent, toll-free at 1-888-610-4478 or 647-407-5667, or by e-mail at info@apollo-advisors.ca.
Advisers
Apollo Nora Advisors is acting as Hydrograph's strategic shareholder advisor, proxy solicitation agent and information agent in connection with the redomicile transactions.
Important information for investors and securityholders
This communication is not intended to and does not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.
Hydrograph securityholders are urged to read the circular and all other relevant materials carefully because they contain important information regarding Hydrograph, new parent, the redomicile transactions and related matters. Copies of the circular and related meeting materials are available under Hydrograph's profile on SEDAR+ and on the company's website.
Participants in the solicitation
Hydrograph and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the redomicile transactions. Information regarding the interests of Hydrograph's directors and executive officers in the redomicile transactions is included in the circular and in Hydrograph's public disclosure documents available on SEDAR+ and the company's website.
About Hydrograph
Clean Power Inc.
Hydrograph is a leading producer of pristine graphene using its proprietary Hyperion Reactor technology, which allows for ultrahigh-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.
We seek Safe Harbor.
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