Next Hydrogen Update on Private Placement

Next Hydrogen Solutions Inc. provided a significant update regarding its non-brokered private placement of common shares, which took place on December 18, 2025, at a price of CAD$0.45 per share. This offering included two crucial agreements: one with the Company’s directors and officers to settle an aggregate debt of CAD$560,527.37, and a second for debenture conversion agreements totaling CAD$1,125,000. The debt exchange resulted in the issuance of 1,245,610 common shares, while the debenture conversions added another 2,499,998 common shares to the Company’s capital. Following these transactions, $1,600,000 in debentures remain outstanding.

Importantly, these agreements did not result in the creation of a new control person within the Company. Next Hydrogen is currently finalizing the settlement documentation with the TSX Venture Exchange (TSXV). All securities issued as part of the offering, including shares from both debt transactions, are subject to a hold period of four months and one day, in accordance with applicable securities laws.

In addition, in January 2026, Next Hydrogen granted 459,108 deferred share units to its directors, marking a strategic decision to align compensation with shareholder interests. The Company utilized exemptions under Multilateral Instrument 61-101 to bypass certain detailed minority shareholder approval processes for insider participation in these transactions.

Founded in 2007, Next Hydrogen specializes in designing and manufacturing hydrogen electrolyzers that convert water and electricity into clean hydrogen, aiming to facilitate a transition towards renewable energy sources. The Company is driven by a commitment to innovation, holding 40 patents that enhance its technology’s efficiency and responsiveness to intermittent energy sources.

Next Hydrogen Solutions Inc. has recently completed a significant non-brokered private placement, issuing common shares at a price of CAD$0.45 each. This strategic move, involving the issuance of over 3.7 million shares as part of debt exchange and debenture conversions, indicates a focused effort to strengthen the company's balance sheet and provide liquidity amid ongoing industry challenges. The ability to convert debt into equity without creating new control persons suggests management’s intent to preserve existing governance structures, a potentially reassuring signal for investors.

Investors should be aware that while the initial plan appears sound, the holding period of four months for the newly issued securities will limit immediate trading activity, which might create some volatility in the short term. However, this also presents a unique opportunity for long-term investors to enter at what could be considered a favorable entry point, given the low offering price relative to potential future growth.

Next Hydrogen, established as a leader in hydrogen production technology, benefits from a robust patent portfolio and a clear focus on renewable energy applications. As global momentum shifts toward green technologies, the demand for efficient hydrogen production processes is likely to rise. The company’s ability to design electrolyzers that convert intermittent renewable energy sources into hydrogen positions it well in a growing energy market.

In assessing Next Hydrogen's future, investors should consider the broader macroeconomic factors influencing the hydrogen market, such as regulatory incentives for clean energy, technological advancements, and competitive dynamics. Given the increasing emphasis on sustainability, Next Hydrogen’s innovations and strategic actions could potentially lead to significant valuation upside in the medium to long term. Investors may want to position themselves accordingly, keeping an eye on market developments and the company's operational execution in the upcoming quarters.