HydroGraph Reminds Canadian Shareholders of Critical Deadline and Instructions for Tax-Deferred Exchangeable Share Election
Canadian holders seeking capital-gains tax deferral must complete both the share election and a joint tax election.
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Rhea-AI Summary
HydroGraph Clean Power (HGRAF) extended its exchangeable-share election deadline to November 15, 2026, for Canadian shareholders considering tax deferral.
The election relates to proposed corporate redomicile transactions to be considered at the October 29, 2026 special meeting. Eligible Canadian residents holding shares outside tax-exempt accounts must elect shares of HydroGraph ExchangeCo by 5:00 p.m. Vancouver time on November 15 and complete a joint tax election in 2027. Both steps are required; broker cut-offs are earlier. Without an election, shareholders automatically receive New U.S. Parent common stock in a fully taxable transaction for Canadian federal income tax purposes. Shares in registered or tax-exempt accounts require no action and are ineligible for exchangeable shares. The company will announce the tax-information submission window and deadline in 2027.
Positive
- Minor pointExchangeable-share election deadline extended to November 15, 2026, giving shareholders more time to act.
Negative
- Minor point. Forward-looking: it has not happened yet and may not happen.Tax deferral requires both an exchangeable-share election and a joint tax election in 2027.
- Minor point. Forward-looking: it has not happened yet and may not happen.No election results in New U.S. Parent common stock through a fully taxable transaction for Canadian federal income tax purposes.
- Minor pointBroker election cut-offs are significantly earlier than the company’s November 15, 2026 deadline.
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Extends Exchange Election Deadline to November 15 to Facilitate Canadian Shareholder Participation
VANCOUVER, British Columbia, Oct. 23, 2026 (GLOBE NEWSWIRE) -- HydroGraph Clean Power Inc. (CSE: HG) (OTCQB: HGRAF) (“HydroGraph” or the “Company”) today reminded its Canadian shareholders of the steps required to defer Canadian capital gains tax in connection with its proposed corporate redomicile transactions (the “Redomicile Transactions”).
Extension of deadline for the election option for exchangeable shares
The Company announced that it has extended the election deadline to November 15, 2026 to give shareholders more time to act. The Redomicile Transactions will be considered at the Special Meeting of Securityholders on October 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 November 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 (see below). The deadline is 5:00 p.m. (Vancouver time) on November 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 advisors 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 November 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 Corporation. The form must be received by Endeavor Trust Corporation no later than 5:00 p.m. (Vancouver time) on November 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 September 16, 2026.
KEY DATES
October 29, 2026 — Special Meeting of Securityholders.
November 15, 2026, 5:00 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 advisor and Information Agent:
Apollo Nora Advisors Ltd.
North American Toll-Free: 1-888-610-4478
Direct Dial: 647-407-5667
Email: info@apollo-advisors.ca
For questions about completing or submitting the Letter of Transmittal, contact the Depositary:
Endeavor Trust Corporation
Telephone: 1-604-559-8880
Email: admin@endeavortrust.com
About HydroGraph
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. 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™, Fractal Graphene™ and Fractal Graphene Paste™
Forward-Looking Statements
This release contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “upon”, “anticipate”, “believe”, “continue”, “plans”, “could”, “would”, “should”, “suggests”, “target”, “has the potential to”, “goal”, “on track” or similar terminology. Forward-looking statements in this release include, but are not limited to, the timing of the proposed Redomicile Transactions; and the receipt of required securityholder, court and other approvals in connection therewith.
Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable, and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of HydroGraph to control or predict, that may cause HydroGraph’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: HydroGraph’s ability to implement its business strategies; the ability to obtain securityholder, court and other approvals required for the redomicile; delays in permitting, construction, commissioning or operation of production facilities; the availability and reliability of feedstock supply; the pace of customer qualification and adoption of graphene products; the risk that commercial negotiations do not result in binding agreements or do not close within the expected timeframe; the risk that anticipated purchase orders, supply agreements or commercial relationships are not obtained on the expected timeline or at all; the Company’s dependence on U.S. government funding, procurement cycles, appropriations and security and export control requirements in connection with its defense initiatives; the extended development cycles associated with defense research programs; risks relating to the establishment and development of a U.S.-based graphene innovation organization; risks associated with general economic conditions; adverse industry events; stakeholder engagement; marketing and transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and other risks. HydroGraph does not undertake any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available.
The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
CONTACTS:
Matt Kreps
Senior Vice President of Capital Markets and Investor Relations
+1-214-597-8200
matt.kreps@hydrograph.com
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