Mr. Raveel Afzaal reports

NEXT HYDROGEN ANNOUNCES $20 TO $30M EQUITY PRIVATE PLACEMENT LED BY SMOOTHWATER CAPITAL CORPORATION

Next Hydrogen Solutions Inc. intends to complete a non-brokered private placement of common shares at a price of 45 cents per share with minimum gross proceeds of $20-million and maximum of $30-million, or such other maximum amount as the company may determine.

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

"The board of directors is unanimously in support of this private placement to enable the company to transition from a development-stage enterprise to a successful commercially focused business and to continue our product research and development," said Allan MacKenzie, chair of Next Hydrogen. "We believe this will fully realize the potential of the innovative technology the team has developed over the past decade."

The private placement is being led by Toronto-based Smoothwater Capital Corp., which has a proven 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, chief executive officer of Smoothwater, is expected to join the company as executive chair of the board.

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

"We are pleased to lead this private placement in Next Hydrogen," said Mr. Griggs, CEO of Smoothwater. "We believe the company is ready to shift from an R&D-focused [research and development] organization 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 maximize 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."

"Next Hydrogen's electrolyzers meet or exceed world-class KPIs [key performance indicators] 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," said Raveel Afzaal, president and CEO of Next Hydrogen. "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, to complete development of its much larger NH500 electrolyzer, for working capital, and for general corporate purposes.

No finders' fees 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 TSX-V, the offering may be subject to disinterested shareholder approval. Pursuant to TSX-V policies, the creation of a new control person -- defined as any person who holds or is one of a combination of persons who holds as sufficient number of any of the securities of a company as to affect materially the control of that company, or who holds more than 20 per cent 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.

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. Next Hydrogen's technology delivers commercial solutions to economically decarbonize transportation and industrial sectors.

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