Mr. Matt Kreps reports
HYDROGRAPH REMINDS CANADIAN SHAREHOLDERS OF CRITICAL DEADLINE AND INSTRUCTIONS FOR TAX-DEFERRED EXCHANGEABLE SHARE ELECTION
Hydrograph Clean Power Inc. today reminded its Canadian shareholders of the steps required to defer Canadian capital gains tax in connection with its proposed corporate redomicile transactions.
Extension of deadline for the election option for exchangeable shares
The company announced that it has extended the election deadline to Nov. 15, 2026, to give shareholders more time to act. The redomicile transactions will be considered at the special meeting of securityholders on Oct. 29, 2026.
Key Canadian shareholder actions -- summary
If you hold Hydrograph shares in a registered or tax-exempt account -- TFSA, RRSP, RRIF, LIRA, LIF or similar -- you do not need to do anything in respect of these particular shares. These accounts are exempt of capital gains tax and are not eligible for exchangeable shares.
If you are a Canadian resident and do not hold your shares in a tax-exempt account -- and you want to defer capital gains tax in respect of such shares, there are two steps. Both are required. Completing only one will not achieve the deferral.
Step 1 -- Elect to receive exchangeable shares by Nov. 15, 2026. Instead of receiving Hydrograph Inc. "new U.S. parent" common stock, you can elect to receive exchangeable shares of Hydrograph ExchangeCo Ltd. How you make this election depends on how you hold your shares. The deadline is 5 p.m. (Vancouver time) on Nov. 15, 2026 -- but your broker's internal cut-off is earlier, so contact them now.
Step 2 -- File the joint tax election in 2027. If you elect exchangeable shares, you must also submit the information needed for a joint tax election under Subsection 85(1) or 85(2) of the Income Tax Act (Canada) (and, if applicable to you, the applicable provisions of the Taxation Act (Quebec)). The information for the completion of the election forms will be submitted by you through a dedicated portal on the company's website. You will be advised of the date on which you can start submitting that information and the applicable deadline in 2027.
If you do nothing: You will automatically receive Hydrograph Inc. new U.S. parent common stock. This is treated as a deemed election and is a fully taxable transaction for Canadian federal income tax purposes.
Shareholders should consult their own financial, legal and tax advisers before deciding.
How to make the election
If you hold shares through a broker or bank (most shareholders)
The large majority of Hydrograph shareholders hold their shares beneficially through a broker, bank, trust company or other financial intermediary. If that is you and you want exchangeable shares, contact your broker or intermediary immediately, and instruct them to submit the letter of transmittal and consideration election form on your behalf.
If you have not received those instructions from your broker, contact your broker directly. Brokers set their own internal deadlines, which are significantly earlier than the company's extended Nov. 15, 2026, deadline. Follow your broker's instructions exactly.
If you are a registered shareholder
Complete, sign and return the letter of transmittal and consideration election form, together with any physical share certificates, to the depositary, Endeavor Trust Corp. The form must be received by Endeavor Trust no later than 5 p.m. (Vancouver time) on Nov. 15, 2026.
More on the joint tax election
Electing exchangeable shares is only the first half of the tax deferral. To actually defer the Canadian income tax on capital gains that would otherwise arise on the disposition of your Hydrograph common shares, you must also complete a joint tax election under Subsection 85(1) or 85(2) of the Income Tax Act (Canada) (and, if applicable to you, the applicable provisions of the Taxation Act (Quebec)). The information for the completion of the election forms will be submitted by you through a dedicated portal on the company's website. You will be advised of the date on which you can start submitting that information and the applicable deadline in 2027.
Full details of the election and the tax consequences are set out in the management information circular dated Sept. 16, 2026.
Key dates
Oct. 29, 2026 -- special meeting of securityholders
Nov. 15, 2026, 5 p.m. (Vancouver time) -- deadline to elect exchangeable shares. Broker deadlines are earlier.
Questions
For questions about the exchangeable share election or the joint tax election process, contact Hydrograph's strategic adviser and information agent:
Apollo Nora Advisors Ltd.
North American toll-free: 1-888-610-4478
Direct dial: 647-407-5667
E-mail: info@apollo-advisors.ca
For questions about completing or submitting the letter of transmittal, contact the depositary:
Endeavor Trust Corp.
Telephone: 1-604-559-8880
E-mail:
admin@endeavortrust.com
About Hydrograph
Clean Power Inc.
Hydrograph is a leading producer of pristine synthetic graphene using its proprietary Hyperion Reactor technology, which allows for exceptional purity, low energy use and identical batches. The quality, performance and consistency of Hydrograph's graphene follow the Graphene Council's Verified Graphene Producer standards, which very few graphene producers are able to meet.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.