Core Viewpoint - Next Hydrogen Solutions Inc. has completed a non-brokered private placement of common shares at CAD$0.45 per share, aimed at addressing debt obligations and enhancing its capital structure [1][2]. Group 1: Private Placement and Debt Settlements - The company completed a private placement on December 18, 2025, issuing common shares at CAD$0.45 each [1]. - Debt exchange agreements were made to settle CAD$560,527.37 of indebtedness through the issuance of 1,245,610 common shares [2]. - Debenture conversion agreements were established to settle CAD$1,125,000 principal amount of debentures, resulting in the issuance of 2,499,998 common shares [2]. - A total of CAD$1,600,000 in debentures remains outstanding following these transactions [2]. - All securities issued are subject to a hold period of four months and one day as per applicable securities laws [2]. Group 2: Insider Participation and Share Units - In January 2026, the company granted 459,108 deferred share units to its directors [3]. - The company relied on exemptions from valuation and minority shareholder approval requirements for insider participation in these transactions [3]. Group 3: Company Overview - Next Hydrogen, founded in 2007, specializes in designing and manufacturing hydrogen electrolyzers that generate clean hydrogen using water and electricity [4]. - The company's unique cell design, supported by 40 patents, allows for high current density operations and efficient conversion of intermittent electricity from renewable sources into hydrogen [4].