HydroGraph files management circular on U.S. redomicile vote
AUSTIN, Texas, Sept. 21, 2026 (GLOBE NEWSWIRE) -- HydroGraph Clean Power Inc. (CSE: HG) (OTCQB: HGRAF) (“HydroGraph” or the “Company”) today announced that its management information circular (the “Circular”) and related materials, dated September 16, 2026, for its special meeting of securityholders (the “Meeting”) have been filed publicly and are scheduled to be mailed to securityholders on September 29, 2026.
The Meeting will be held on October 29, 2026, at 9:00 a.m. Pacific time at the offices of Miller Thomson LLP, 700 W Georgia Street, Suite 2200, Vancouver, British Columbia 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 “Redomicile Transactions”). The record date for the Meeting is September 11, 2026. Proxies must be received by 9:00 a.m. Pacific time on October 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 (the “Redomicile Resolution”) to approve a series of transactions by way of plan of arrangement under the Business Corporations Act (British Columbia) (collectively, the “Redomicile Transactions”). 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 advisors. 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 5:00 p.m. (Vancouver time) on October 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 (the “HydroGraph Board”) 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 U.S. 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+ at www.sedarplus.ca and on HydroGraph's website at www.hydrograph.com.
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. (“Apollo Advisors”), HydroGraph's strategic shareholder advisor, proxy solicitation agent and information agent, toll-free at 1-888-610-4478 or 647-407-5667, or by email at info@apollo-advisors.ca.
Advisors
Apollo Nora Advisors Ltd. 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+ at www.sedarplus.ca and on the Company's website at www.hydrograph.com.
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
HydroGraph is a leading producer of pristine graphene using its proprietary Hyperion Reactor technology, which allows for ultra-high 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. For more information or to learn about the HydroGraph story, visit: https://hydrograph.com/. For company updates, please follow HydroGraph on LinkedIn at https://www.linkedin.com/company/hydrograph/ and X at https://x.com/HydroGraphInc.
Trademarks: HydroGraph™ and Fractal Graphene™
Forward-Looking Statements
This news release contains certain "forward-looking statements" and certain "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this news release include, but are not limited to, statements regarding: the proposed Redomicile Transactions; the anticipated benefits of the Redomicile Transactions; the expected impact of the Redomicile Transactions on shareholder value; the ability of HydroGraph to expand its institutional investor base; the eligibility of New Parent for inclusion in certain market indices; the alignment of the Company's corporate structure with its growing U.S. operations, shareholder base and strategic objectives; the anticipated simplification of commercialization efforts and strategic transactions; the listing of New Parent common stock on the Canadian Securities Exchange; the anticipated completion of the Redomicile Transactions and the expected timing thereof; the receipt of required securityholder, court, regulatory and stock exchange approvals; the continuation of HydroGraph's business, operations, management team and strategic direction following completion of the Redomicile Transactions; and HydroGraph's plans, objectives, expectations and business strategy generally. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plan", "target", "project", "potential", "could", "would" or similar terminology.
Forward-looking statements are based on management's current expectations, assumptions and beliefs regarding future events and operations. These assumptions include, among other things, that required securityholder, court, regulatory and stock exchange approvals will be obtained on acceptable terms and in a timely manner; that the conditions to completion of the Redomicile Transactions will be satisfied or waived; that the anticipated benefits of the Redomicile Transactions will be realized; that New Parent may be eligible for inclusion in certain market indices; that the Company will continue to execute its business strategy successfully following completion of the Redomicile Transactions; and that there will be no material adverse changes in economic, market, regulatory or business conditions.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, many of which are beyond HydroGraph's control, that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation: the failure to obtain the required securityholder approvals, court approval or other required regulatory approvals; delays in obtaining required approvals; the possibility that the Redomicile Transactions may not be completed on the anticipated timeline or at all; the possibility that HydroGraph may not realize some or all of the anticipated benefits of the Redomicile Transactions, including as a result of New Parent not being included in certain market indices; the possibility that retail or institutional investors may sell New Parent securities following completion of the Redomicile Transactions; the possibility that the Redomicile Transactions may adversely affect business relationships; the diversion of management attention from ongoing operations; the possibility that certain contractual provisions may be triggered in connection with the Redomicile Transactions; and reputational risks associated with the transaction; the inability of New Parent to attract the anticipated level of institutional investor interest; the possibility that certain investors may be unable or unwilling to hold securities of New Parent following completion of the Redomicile Transactions; changes in tax laws or the tax consequences of the Redomicile Transactions; the impact of the announcement or pendency of the Redomicile Transactions on HydroGraph's operations, business relationships, financial performance and ability to attract and retain employees; costs associated with the Redomicile Transactions; the exercise of dissent rights by shareholders; adverse market conditions; changes in applicable laws and regulations; and other risks and uncertainties described in the Circular and HydroGraph's public disclosure record.
Although HydroGraph believes that the assumptions and expectations reflected in these forward-looking statements are reasonable, there can be no assurance that such assumptions or expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date of this news release and HydroGraph undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
CONTACTS:
Matt Kreps
HydroGraph
Senior Vice President
+1-214-597-8200
matt.kreps@hydrograph.com
Len Fernandes
Firecracker PR for HydroGraph
len@firecrackerpr.com
888-317-4687
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