Hypercharge Announces Closing of Brokered LIFE Offering of Units for Gross Proceeds of $3,750,000

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VANCOUVER, British Columbia, Nov. 05, 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 the closing of its previously announced brokered private placement offering of units (the “Offering”) for gross proceeds of $3,750,000.

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The Offering was conducted on a “best efforts” private placement basis at a price of $0.10 per unit (each, a “Unit”) and was completed pursuant to the terms of an agency agreement dated November 5, 2025, entered among the Company and FMI Securities Inc. (“FMI“), (the “Agent“) as lead agent and sole bookrunner. In total, the Company issued 37,500,000 Units.

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Each Unit consists 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 entitles 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”), subject to adjustment in certain events or acceleration. 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.

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The Units were 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 securities issued to purchasers pursuant to the Offering are not subject to a statutory hold period in accordance with applicable Canadian securities laws and are freely tradeable. The closing of the Offering remains subject to the final approval of the TSXV.

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Tony Geheran and Jason Baybutt, each an “insider” of the Company, have subscribed under the Offering for 5,000,000 Units for aggregate gross proceeds of $500,000, and 150,000 Units for aggregate gross proceeds of $15,000, respectively. The subscriptions by Mr. Geheran and Mr. Baybutt are considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by any related party of the Company was not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company’s market capitalization.