Hypercharge Announces Brokered LIFE Offering of Units for Gross Proceeds of up to $4 Million
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Oct. 09, 2025 (GLOBE NEWSWIRE) -- Hypercharge Networks Corp. (TSXV: HC; OTC: HCNWF; FSE: PB7) (the “Company” or “Hypercharge”), a leading, smart electric vehicle (EV) charging solutions provider and network operator is pleased to announce that it has entered into an agreement with FMI Securities Inc. (the “Lead Agent”), for and on behalf of a syndicate of agents to be formed in connection with the Offering (as defined herein) (collectively with the Lead Agent, the "Agents"), to act as lead agent and sole bookrunner to assist the Company in selling, on "best efforts" private placement basis, units of the Company (each, a "Unit") at an price of $0.10 per Unit (the "Issue Price") for minimum gross proceeds of $2,000,000 (from the sale of 20,000,000 Units) and maximum gross proceeds of up to $4,000,000 (from the sale of 40,000,000 Units) (the "Offering").
Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at a price of $0.12 per share for a period of two years following the date of issuance (the “Expiry Date”). If, at any time after the issue date of the Warrants, the Common Shares trade on the TSX Venture Exchange (the "TSXV") at a volume-weighted average trading price of $0.20 or greater per Common Share for a period of ten (10) consecutive trading days, the Company may, at its sole discretion, accelerate the Expiry Date by providing written notice (the “Acceleration Notice”) to the holders. In such case, the Warrants will expire thirty days following the date on which such Acceleration Notice is provided.
The Units will be offered for sale by way of private placement in each of the provinces of Canada (other than Quebec) pursuant to the “listed issuer financing exemption” under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the “LIFE Exemption”). The Units may also be offered for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in other jurisdictions outside of Canada and the United States in accordance with applicable laws.
Subject to satisfaction of applicable conditions, the Common Shares and Warrants issued under the Offering pursuant to the LIFE Exemption will not be subject to a statutory hold period in Canada.
There is an offering document related to the Offering (the “Offering Document”) that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.hypercharge.com. Prospective investors should read the Offering Document before making an investment decision.
The net proceeds of the Offering are expected to be used for general working capital and corporate purposes, as further described in the Offering Document.
In connection with the Offering, the Company has agreed to pay the Agents a cash commission (the "Cash Commission") equal to 6.0% of the gross proceeds of the Offering and to issue to the Agents broker warrants (“Broker Warrants”) equal to 6% of the number of Units sold under the Offering. Each Broker Warrant will entitle the holder to purchase one Unit at the Issue Price for a period of 24 months from the date of issuance, provided, however, the Cash Commission and number of Broker Warrants issuable shall be reduced to 3.0% in respect of sales made to subscribers included on a president's list to be formed by the Company and agreed upon by the Agent in connection with the Offering.
Closing of the Offering is expected on or about October 31, 2025, or such other date as the Company and the Lead Agent may agree. Completion of the Offering is subject to the receipt of all necessary regulatory approvals, including approval of the TSXV.
The securities issued pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Hypercharge
Hypercharge Networks Corp. (TSXV: HC; OTC: HCNWF; FSE: PB7) is a leading provider of smart electric vehicle (EV) charging solutions for residential and commercial buildings, fleet operations, and other rapidly growing sectors. Driven by its mission to accelerate EV adoption and enable the shift towards a carbon neutral economy, Hypercharge is committed to offering seamless, simple solutions including industry-leading hardware, innovative and integrated software, and comprehensive services, backed by a robust network of public and private charging stations. Learn more: https://hypercharge.com/.
On behalf of the Company,
Hypercharge Networks Corp.
David Bibby, President & CEO
Contact
Media & Investor Relations:
Kyle Kingsnorth, Head of Marketing
kyle.kingsnorth@hypercharge.com | +1 (888) 320-2633
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Offering, the expected closing date of the Offering and the intended use of proceeds from the Offering. Forward-looking statements are often identified by terms such as “may”, “could”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends”, “expects” and similar expressions which are intended to identify forward-looking statements. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, the Company undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
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 news release.
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