Next Hydrogen Announces $20 to $30M Equity Private Placement led by Smoothwater Capital Corporation

Rhea-AI Summary

Next Hydrogen (TSXV:NXH; OTC:NXHSF) announced a non-brokered private placement of common shares at CAD$0.45 per share to raise a minimum of CAD$20.0M and up to CAD$30.0M, expected to close on or about November 28, 2025, subject to regulatory and TSXV approvals. Toronto-based Smoothwater Capital is leading the Offering; Smoothwater has signed subscription agreements for part of the >CAD$20M received and is expected to become the largest shareholder with Stephen Griggs joining as Executive Chair.

Proceeds are intended to accelerate sales and manufacturing of the NH150 electrolyzer, complete development of the NH500, provide working capital and support general corporate purposes. Securities will be subject to a four-month-and-one-day hold and will not be registered in the United States.

Positive

• Minimum gross proceeds of CAD$20.0M
• Offering price set at CAD$0.45 per share
• Smoothwater expected to be largest shareholder
• Stephen Griggs expected to join as Executive Chair

Negative

• Offering subject to TSXV and shareholder approval due to potential Control Person creation (>20%)
• No assurance the Offering will complete as proposed
• Securities not registered in the United States, limiting US resale/offering

MISSISSAUGA, Ontario, Nov. 07, 2025 (GLOBE NEWSWIRE) -- Next Hydrogen Solutions Inc. (the “Company” or “Next Hydrogen”) (TSXV:NXH, OTC:NXHSF), a Canadian designer and manufacturer of hydrogen electrolyzers, is pleased to announce its intention to complete a non-brokered private placement of common shares at a price of CAD$0.45 per share (the “Offering Price”) with minimum gross proceeds of CAD$20,000,000 and maximum of CAD$30,000,000, or such other maximum amount as the Company may determine (the “Offering”).

The Offering is expected to close on or about November 28, 2025, or on such other date(s) as the Company may determine, subject to receipt of all required regulatory and other approvals, including that of the TSX Venture Exchange (the “TSXV”).

“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 Corporation (“Smoothwater”) which has a proven track 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, CEO of Smoothwater, is expected to join the Company as Executive Chair of the Board.

The Company has received signed subscription agreements totaling 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 Stephen Griggs, CEO of Smoothwater. “We believe the company is ready to shift from an R&D focused 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 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 & 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, completing development of its much larger NH500 electrolyzer, for working capital and for general corporate purposes.

No finder’s fee 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 TSXV, the Offering may be subject to disinterested shareholder approval. Pursuant to TSXV policies, the creation of a new “Control Person” – defined as any person that holds or is one of a combination of persons that holds as sufficient number of any of the securities of a company as to affect materially the control of that company, or that holds more than 20% 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.

None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction where such an offer, solicitation or sale would be unlawful. There can be no assurance that the Offering will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Offering and has neither approved nor disapproved the contents of this press release.

About Next Hydrogen

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.

For further information contact:

Next Hydrogen Solutions Inc.
Raveel Afzaal, President and Chief Executive Officer
Email: rafzaal@nexthydrogen.com
Phone: 647-961-6620
www.nexthydrogen.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

This news release contains “forward-looking information” and “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved), including but not limited to timing and closing of the Offering, use of proceeds, transition from development-stage enterprise to a commercially focused business, appointment of an Executive Chair of the Board and potential creation of Control Person(s) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the risk that the Offering will not be completed as planned or at all; risks related to changes to the use of proceeds; risk related to negotiation and execution of the investor rights agreement; the risks associated with the hydrogen industry in general; uncertainty with respect to the timing of any contemplated transactions or partnerships, or whether such contemplated transactions or partnerships will be completed at all; the timing for any submissions or correspondences with applicable securities laws regulators; whether the uncertainty of estimates and projections relating to costs and expenses; failure to obtain timely necessary regulatory approvals and all required TSXV and shareholder approvals; health, safety and environmental risks; uncertainties resulting from potential delays or changes in plans with respect to infrastructure developments or capital expenditures; currency exchange rate fluctuations, as well as general economic conditions, stock market volatility; and the ability to access sufficient capital. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, there will be no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

FAQ

What is Next Hydrogen's private placement size and price (NXHSF)?

Next Hydrogen is offering shares at CAD$0.45 to raise between CAD$20.0M and CAD$30.0M.

When is the Next Hydrogen (NXHSF) private placement expected to close?

The Offering is expected to close on or about November 28, 2025, subject to approvals.

Who is leading the Next Hydrogen (NXHSF) financing and will they join the board?

Toronto-based Smoothwater Capital is leading the Offering and CEO Stephen Griggs is expected to join as Executive Chair.

How will Next Hydrogen (NXHSF) use the proceeds from the private placement?

Proceeds are intended to accelerate NH150 sales and manufacturing, complete NH500 development, provide working capital and general corporate purposes.

Will Next Hydrogen (NXHSF) need shareholder approval for the Offering?

The Offering may require disinterested shareholder approval under TSXV rules because it may create a new Control Person (>20% voting shares).

Are the new Next Hydrogen (NXHSF) securities available to US investors?

No; the securities will not be registered under the US Securities Act and cannot be offered or sold in the US absent registration or an exemption.