Vancouver, British Columbia--(Newsfile Corp. - March 14, 2025) - Hypercharge Networks Corp. (TSXV: HC) (OTCQB: HCNWF) (FSE: PB7) (the "Company" or "Hypercharge"), a leading, smart electric vehicle (EV) charging solutions provider and network operator is pleased to announce it has closed the first tranche of its previously announced non-brokered private placement financing, pursuant to which the Company issued an aggregate of 16,111,527 units of the Company (each, a "Unit") at a price of $0.065 per Unit (the "Issue Price"), for aggregate gross proceeds of $1,047,250 (the "Financing").
Each Unit is comprised of one common share of the Company (each, a "Share") and one common share purchase warrant of the Company (each, a "Warrant", and together with the Shares, the "Offered Securities"). Each Warrant is transferable and entitles the holder thereof to acquire one (1) Share at any time for a period of three (3) years from the date of issuance at a price of $0.12 per Share. If during the period beginning four months and one day after the Closing Date, the Company's shares trade on the TSXV at or above a daily volume weighted average trading price of $0.20 per Common Share for ten (10) consecutive trading days, the Company will be entitled to give notice that the Warrants will expire thirty (30) days from the date of providing such notice. The Offered Securities are subject to a four month and one day hold period expiring on July 15, 2025. The Financing remains subject to the final approval of the TSX Venture Exchange.
In connection with the Financing, the Company paid finders fees of $52,740 and issued 811,382 non-transferable finder's warrants (the "Finder's Warrants") to certain eligible finders. Each Finder's Warrant entitles the holder thereof to acquire one (1) Share at any time for a period of three (3) years from the date of issuance at a price of $0.12 per Share.
The Company intends to use the net proceeds from the Financing to expand operations, enhance sales and service capabilities, invest in revenue-generating opportunities, and strengthen market presence.
In connection with the Financing, insiders of the Company subscribed for 769,230 Units at the Issue Price for aggregate gross proceeds of approximately $50,000.
Each subscription under the Financing by an insider is 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 Financing as the details of the Financing and the participation therein by the insiders were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Financing on an expedited basis for sound business reasons. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as the Company is not listed or quoted on a "specified market" (as defined in MI 61-101). 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 the insiders, was not more than, and from the minority shareholder approval requirements of MI 61-101 by virtue of section 5.7(a) of MI 61-101, given the fair market value of the Insider Subscription did not exceed 25% of the Company's market capitalization.
The Financing, including the payment of the finder's fee and issuance of the Finder's Warrants, is subject to final approval by the TSX Venture Exchange.
The securities issued pursuant to the Financing 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.
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About Hypercharge
Hypercharge Networks Corp. (TSXV: HC) (OTCQB: 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
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 Company's ability to close subsequent tranches of the Financing (if at all) on the terms announced, the anticipated use of the net proceeds of the Financing and the Company's ability to obtain all necessary approvals of the Financing, including final approval from the TSX Venture Exchange. 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.
